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

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesexhibits, exhibits schedules and addendums hereto, other agreements referred to in this Agreement (ia) constitute constitutes the entire agreement between the Parties pertaining to the subject matter of the parties hereto, this Agreement and supersedes all prior agreements and undertakingscontemporaneous agreements, both written understandings, negotiations and oraldiscussions, among whether oral or written, of the parties hereto with respect to the subject matter hereof and thereofParties, and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity Person other than the parties hereto Parties any rights or remedies hereunderunder this Agreement, other than as expressly set forth in this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesExhibits and Schedules, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof and thereofand, except for Section 6.6 (Indemnification) does not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to to, confer upon any person or entity Person other than the parties hereto any rights or of remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofthereof and, and (ii) other than with respect to except for the matters set forth in provisions of Section 12 (Indemnification)10.02 hereof, is not intended to and will not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement and the Transaction Documents, together with the annexes, including all exhibits and addendums schedules attached hereto, (i) constitute the entire agreement of the parties hereto, Parties and supersedes supersede any and all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof hereof. This Agreement and thereofthe other Transaction Documents do not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to to, confer upon any person other Person any right, benefit or entity remedy hereunder (other than the parties hereto any rights or remedies hereunderas provided expressly in Sections 6.6(d) and 6.7(b) and Article 8).

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (together with the annexes, schedules and exhibits and addendums attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, between or among the parties hereto with respect to the subject matter hereof and thereof, and hereof. Except as provided herein (ii) other than including with respect to the matters set forth in Section 12 (IndemnificationGenentech), this Agreement is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of among the parties hereto, hereto and upon its effectiveness as provided in Section 7.14 supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof. Nothing in this Agreement, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification)express or implied, is not intended to or shall confer upon any person or entity Person other than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (together with the annexes, schedules and exhibits and addendums attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, between or among the parties hereto with respect to the subject matter hereof and thereofhereof. Except as specifically provided herein, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), this Agreement is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement and the Exhibits and Schedules hereto, together along with the annexesrelevant confidentiality agreements, exhibits and addendums hereto, (i) constitute the entire agreement of the parties hereto, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oraloral (including any letter of intent, memorandum of understanding or term sheet), between or among the parties hereto with respect to the subject matter hereof and thereofhereof. Except as specifically provided herein, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), this Agreement is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement together with the annexes, exhibits and addendums hereto, schedules hereto and the other Transaction Documents (ia) constitute contains the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof hereof, and thereofsupersedes all prior agreements, written or oral, with respect thereto, and (iib) other than with respect to the matters except as set forth in Section 12 (Indemnification)7.4 or as otherwise expressly specified herein, is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoand, except as expressly set forth herein, supersedes any and supersedes all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof and thereofand, and except for Section 6.11 (ii) other than with respect to the matters set forth in Section 12 (IndemnificationPost-Merger Focus Board of Directors), is not intended to confer upon any person or entity other than Videonics, Focus, and Merger Subsidiary and, after the parties hereto Effective Time, their respective shareholders, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexes, exhibits and addendums hereto, Exhibits: (i) constitute constitutes the entire agreement of among the parties hereto, with respect to the subject matter hereof and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof, hereof; and (ii) other than with respect to is intended solely for the matters set forth in Section 12 (Indemnification)benefit of each party hereto and their respective successors or permitted assigns, and it is not intended the intention of the parties to confer third party beneficiary rights, and this Agreement does not confer any such rights, upon any person or entity other than the parties hereto any rights or remedies hereunderthird party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Agreement and addendums hereto, all Exhibits hereto (ia) constitute constitutes the entire agreement of the parties hereto, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof and thereof, thereof and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon any person or entity Person, other than the parties hereto Parties and the Indemnified Parties, any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Exhibits and addendums Schedules attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements agreements, representations and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof hereof. All such other prior agreements, representations and thereofundertakings are hereby terminated and shall be of no force or effect. Except as otherwise expressly provided herein, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), this Agreement is not intended to confer upon any person or entity other than the parties hereto CXXX and Purchaser and their respective successors or permitted assigns any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) Agreement constitute the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof, thereof and (ii) other than with respect to except for the matters set forth in provisions of Section 12 (Indemnification)5.10 hereof, is not intended to and shall not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoand, except as expressly set forth herein, supersedes any and supersedes all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity Person other than Archetype, Bitstream and A-Sub and, after the parties hereto Effective Time, their respective stockholders, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Annexes and Schedules hereto, together with the annexesother Transaction Documents and the Confidentiality Agreement, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto and their Affiliates, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to . No provision of this Agreement shall confer upon any person or entity Person other than the parties hereto and their permitted assigns any rights or remedies hereunder, except that Section 8.14 shall be for the benefit of, and enforceable by, each of the Related Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexes, exhibits exhibit and addendums schedule attached hereto, (i) constitute contains the entire agreement of among the parties hereto, concerning the subject matter hereof and supersedes and nullifies all prior agreements agreements, understandings, discussions, negotiations and undertakings, both whether written and or oral, among between the parties hereto with respect to the subject matter hereof hereof. The provisions of this Agreement are intended to bind the parties to each other and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon and do not create rights in any other person or entity other than and no person or entity is intended to be or is a third party beneficiary of any of the parties hereto any rights or remedies hereunderprovisions of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the annexes, exhibits its Exhibits and addendums heretoSchedule 1, (ia) constitute the entire agreement of the parties heretoagreement, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof Merger and thereof, other Transactions and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together Agreement along with the annexes, its exhibits and addendums hereto, schedules: (ia) constitute the entire agreement of the parties heretoagreement, and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof, ; and (iib) other than with respect to except for the matters set forth in provisions of Section 12 (Indemnification)5.7, is are not intended to and shall not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Exhibits and addendums Schedules hereto, (ia) constitute constitutes the entire agreement of Agreement between the parties hereto, pertaining to the subject matter hereof and supersedes all prior agreements and contemporaneous agreements, covenants, representations, warranties, undertakings, both written understandings, negotiations and oraldiscussions, among whether oral or written, of the parties hereto parties, including the Letter of Intent, with respect to the subject matter hereof and thereofhereof, and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, Agreement and all schedules and exhibits and addendums hereto, (i) constitute attached hereto represent the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereofthereby and this Agreement supersedes any and all other oral or written agreements or understandings heretofore made. Except for Section 6.16 hereof, and (ii) other than with respect to the matters set forth nothing in Section 12 (Indemnification)this Agreement, whether express or implied, is not intended to confer upon any person or entity Person, other than the parties hereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (together with the annexes, exhibits and addendums Exhibits hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof hereof. This Agreement is for the sole benefit of the Parties and thereof, their permitted assigns and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto Person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, Agreement and all schedules and exhibits and addendums hereto, (i) constitute attached hereto represent the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereofthereby and this Agreement supersedes any and all other oral or written agreements or understandings heretofore made. Except for Section 6.17 hereof, and (ii) other than with respect to the matters set forth nothing in Section 12 (Indemnification)this Agreement, whether express or implied, is not intended to confer upon any person or entity Person, other than the parties hereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties hereto, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofthereof and, and (ii) other than with respect to except for the matters set forth in provisions of Section 12 (Indemnification)10.02 hereof, is not intended to and shall not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesExhibits and Schedules, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof and thereofand, except for Section 6.6 (Indemnification) does not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to to, confer upon any person or entity Person other than the parties hereto any rights or of remedies hereunder.. BHC/Bio-En - Merger Agreement – Execution Copy 16

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Exhibits and addendums Schedules attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior or contemporaneous agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto Sellers and the Purchaser any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Agreement and addendums hereto, (i) all schedules and documents delivered hereunder constitute the entire agreement of the parties hereto, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, oral among the parties hereto with respect to the subject matter hereof and thereof, thereof and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement together with all other agreements executed by the annexes, exhibits parties hereto on the date hereof (including the documents and addendums heretoinstruments referred to herein), (i) constitute constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity (other than the parties hereto and their successors and permitted assigns) any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement and the annexes, exhibits and addendums hereto, (i) documents referred to herein constitute the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof, and (ii) no other than with respect agreements, warranties, representations or covenants regarding the subject matter hereof shall be of any force of effect unless in writing, executed by the party to be bound thereby and dated on or after the matters set forth in Section 12 (Indemnification), date hereof. This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexes, exhibits Schedules and addendums hereto, (i) the Exhibits hereto constitute the entire agreement of the parties heretoagreement, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof of this Agreement and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon any person or entity Person other than the parties hereto Parties any rights rights, benefits or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexes, exhibits documents and addendums instruments attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto Parties with respect to the subject matter hereof and thereofhereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto Parties any rights or remedies hereunderhereunder or under the Note, other than OpCo and PropCo, as specifically set forth herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, including all exhibits and addendums schedules attached hereto, (i) the Joint Issues Agreement and the other agreements referenced herein, constitute the entire agreement of the parties hereto, and supersedes supersede any and all other prior agreements and undertakingsundertakings (including the Confidentiality Agreement), both written and oral, among between the parties hereto hereto, or either of them, with respect to the subject matter hereof and thereofdoes not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to to, confer upon any person or entity Person other than the parties hereto and those Persons identified in Section 6.9 and 6.10 any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoand, except as expressly set forth herein, supersedes any and supersedes all other prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofand, and (ii) other than with respect to the matters set forth in except for Section 12 6.7 (Indemnification, Directors' and Officers' Insurance), is not intended to confer upon any person or entity other than XxxXxxxx, Xxx Group, and, after the parties hereto Effective Time, their respective stockholders, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits including all Exhibits and addendums Schedules attached hereto, (i) constitute constitutes the entire agreement of the parties heretoParties with respect to the subject matter hereof, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof and thereof, and (ii) other than with respect of this Agreement,. Nothing in this Agreement is intended or shall be construed to the matters set forth in Section 12 (Indemnification), is not intended to confer upon entitle any person or entity other than the parties hereto Parties and their respective transferees and assigns permitted hereby to any rights claim, cause of action, remedy or remedies hereunderright of any kind.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits Exhibits and addendums Schedules attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofand, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification)except as otherwise expressly provided herein, is not intended to confer upon any person or entity Person other than IMNET, the parties hereto Company and the Stockholder, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofsupersedes all prior agreements and understandings, both written and (ii) other than oral, between the parties, or any of them, with respect to the matters set forth in Section 12 (Indemnification), subject matter hereof and is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, ,together with the annexesSchedules, exhibits the Disclosure Letter and addendums heretothe Confidentiality Agreement, (ia) constitute constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof, thereof and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to and shall not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement and the annexes, exhibits and addendums hereto, (i) schedules attached hereto constitute the entire agreement of between the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof and thereofsupersede all prior agreements and understandings, both written and (ii) other than oral, between the Parties with respect to the matters set forth in Section 12 (Indemnification)subject matter hereof. This Agreement does not, and is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunderupon any person other than the Parties (or their Affiliates, successors, assignees or subcontractors to the extent set forth herein).

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement and the annexes, exhibits and addendums hereto, attached Exhibits: (ia) constitute the entire agreement of among the parties hereto, with respect to the subject matter hereof and supersedes thereof and supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto or any of them with respect to the subject matter hereof and thereof, and ; and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesAppendices, exhibits Exhibits and addendums Schedules hereto, (ia) constitute constitutes the entire agreement of Agreement between the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect pertaining to the subject matter hereof and thereofsupersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and (iib) other than except with respect to the matters set forth Persons referenced in Section 12 (Indemnification)6.8, is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement and the Transaction Documents, together with the annexes, including all exhibits and addendums hereto, (i) schedules attached hereto constitute the entire agreement of the parties hereto, Parties and supersedes supersede any and all other prior agreements and undertakings, both written and oral, among the parties hereto Parties, or any of them, with respect to the subject matter hereof hereof. This Agreement and thereofthe other Transaction Documents do not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to to, confer upon any person other Person any right, benefit or entity remedy hereunder (other than the parties hereto any rights or remedies hereunderas provided expressly in Section 7.10(c) and Article 10).

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement and the annexes, exhibits and addendums hereto, (i) documents referred to herein constitute the entire agreement of the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof, and (ii) no other than with respect agreements, warranties, representations or covenants regarding the subject matter hereof shall be of any force of effect unless in writing, executed by the party to be bound thereby and dated on or after the matters set forth in date hereof. Except for the provisions of Section 12 (Indemnification)9.2, this Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement (including the annexes, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties heretoagreement, and supersedes supersede all prior other agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofthereof and, except for the provisions of Article III (which, from and (ii) other than with respect 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 matters set forth in Section 12 (Indemnification), Effective Time) is not intended to and shall not confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, including all exhibits and addendums schedules attached hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties hereto hereto, or any of them, with respect to the subject matter hereof and thereofdoes not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to to, confer upon any person or entity Person other than the parties hereto and those Persons identified in Section 11.2 any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesAppendices, exhibits Exhibits and addendums Schedules hereto, (ia) constitute constitutes the entire agreement of Agreement between the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect pertaining to the subject matter hereof and thereofsupersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, together with including the annexes, exhibits and addendums hereto, schedules hereto (ia) constitute constitutes the entire agreement of among the parties hereto, Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof, and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to confer upon any other person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto and their Affiliates, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to . No provision of this Agreement shall confer upon any person or entity Person other than the parties hereto and their permitted assigns any rights or remedies hereunder; provided that Article VIII shall be for the benefit of and fully enforceable by any Indemnified Party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesLease and any ancillary agreements, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and agreements, negotiations, or undertakings, both written and oral, among the parties hereto Parties hereto, or any of them, with respect to the subject matter hereof and thereofdo not, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is are not intended to to, confer upon any person or entity any rights whatsoever, other than the parties Parties hereto any rights or remedies hereunderand the Transferee Indemnitees and the Transferor Indemnities entitled to indemnification pursuant to hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, Agreement and exhibits and addendums hereto, (i) constitute hereto constitutes the entire agreement of the parties heretoagreement, and supersedes supersede all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification)thereof and, is not intended to and shall not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement contains the entire agreement of and understanding among the parties heretoparties, and supersedes all prior written or oral agreements and undertakings, both written and oral, among the parties hereto with respect understandings relating to the subject matter hereof and thereof, and (ii) other than of this Agreement. Except with respect regards to the matters obligations to Covered Persons as set forth in Section 12 (Indemnification)4 or as otherwise specifically provided in this Agreement, this Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunderunder this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexesSchedules and Exhibits hereto which are incorporated herein by reference thereto, exhibits and addendums heretothe Nondisclosure Agreement, (i) constitute the entire agreement of the parties hereto, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is hereof. This Agreement does not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement (including the annexes, exhibits and addendums schedules hereto), (i) constitute constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofthereof and, and (ii) other than with respect to the matters except as set forth in Section 12 (Indemnification)9, is not intended to and shall not confer upon any person or entity other than the parties Parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesOther Agreements (and the Exhibits and Schedules hereto and thereto), exhibits and addendums hereto, (i) constitute the entire agreement of the parties heretowith respect to the subject matter hereof, and supersedes (with the exception of the Merger Agreement and the other agreements contemplated therein) supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof of this Agreement and thereofthe Other Agreements and, and (ii) other than except with respect to the matters set forth in Section 12 (Indemnification)Parent, is are not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute constitutes the entire agreement of the parties hereto, and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties hereto hereto, or any of them, with respect to the subject matter hereof and thereofand, and (ii) other than with respect to the matters except as specifically set forth in Section 12 (Indemnification)herein, does not and is not intended to to, confer upon any person or entity Person other than the parties hereto Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), Confidentiality Agreement. This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesExhibits, exhibits schedules and addendums Revised Schedules attached hereto, (i) constitute the entire agreement of the parties hereto, and supersedes supersede any and all other prior agreements and undertakings, both written and oral, among the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofand, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification)except as otherwise expressly provided herein, is not intended to confer upon any person or entity other than Purchaser and the parties hereto Seller Parties, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Agreement and the annexes, exhibits and addendums hereto, (i) other Related Documents constitute the entire agreement of the parties heretoagreement, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof of this Agreement and thereof, the other Related Documents. This Agreement is for the sole benefit of the Parties and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to and does not confer upon any person or entity Person other than the parties hereto Parties any legal or equitable rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among between the parties hereto parties, or any of them, with respect to the subject matter hereof and thereofthereof and, and (ii) other than with respect to except for the matters set forth in provisions of Section 12 (Indemnification)9.02 hereof, is not intended to and will not confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexesAppendices, exhibits Exhibits and addendums Schedules hereto, (ia) constitute constitutes the entire agreement of Agreement between the parties hereto, and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect pertaining to the subject matter hereof and thereofsupersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and (iib) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to confer upon any person or entity Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with including the annexes, exhibits and addendums Exhibits hereto, (i) constitute the entire agreement of understanding between the parties heretoParties, and supersedes supersede all prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto Parties with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), covered by said agreements. This Agreement is not intended to confer upon any person or entity other than the parties Parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the annexes, exhibits and addendums hereto, (i) constitute Agreement constitutes the entire agreement of the parties heretoagreement, and supersedes all other prior agreements and undertakingsunderstandings, both written and oral, among the parties hereto and their Affiliates, or any of them, with respect to the subject matter hereof and thereof, and (ii) other than with respect to the matters set forth in Section 12 (Indemnification), is not intended to . No provision of this Agreement shall confer upon any person or entity Person other than the parties hereto and their permitted assigns any rights or remedies hereunder; provided that ARTICLE VIII shall be for the benefit of and fully enforceable by any Indemnified Party.