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

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Except to the extent provided under Section 3.3, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section 3.3.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes and the other agreements of the parties referred to herein 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. . (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, along with the specific references to the Merger Agreement, constitutes the entire complete, final and exclusive agreement among the parties and supersedes any and all prior agreements and understandings, both written and or oral, among the parties heretofore made with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and agreements, understandings, both negotiations and discussions, whether written and or oral, among between the parties hereto with respect to the subject matter hereof. This , so that no such external or separate agreement relating to the subject matter of this Agreement shall have any effect or be binding upon and inure solely binding, unless the same is referred to the benefit of each party hereto and their respective successors and permitted assigns, and nothing specifically in this Agreement, express Agreement or implied, is executed by the parties after the date hereof; and (ii) is not intended to or shall confer upon any other Person person any rightrights or remedies hereunder, benefit or remedy of and shall not be enforceable by any nature whatsoever under or by reason of party not a signatory to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among understanding of the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon matters hereof and inure solely thereof and supersedes any and all prior negotiations, agreements, arrangements and understandings between the parties, written or oral, relating to the benefit of each party hereto and their respective successors and permitted assignsmatters provided for herein or therein. Except as expressly provided in this Agreement, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon on any Person other Person than the parties hereto and their heirs, successors and permitted assigns, any rightrights, benefit benefits, remedies or remedy of any nature whatsoever claims under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties hereto, with respect to the subject matter hereof. This Agreement hereof and (ii) is not intended to, nor shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsit, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between or among the parties hereto (whether written or oral) with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties hereto or shall confer upon their respective successors, any other Person any rightrights, benefit remedies, obligations or remedy of any nature whatsoever under or by reason of this Agreementliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and and, other than as provided in Section 3.03(h), nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the agreements referred to herein 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section 3.3.

Entire Agreement; No Third-Party Beneficiaries. This Subject to and except as may be specifically provided herein, this Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes any and all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits, schedules and appendices hereto) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties parties, with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure solely to the benefit of each party hereto thereof and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, (b) is not intended to or confer, nor shall confer it confer, upon any person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason of this Agreementwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This of this Agreement shall be binding upon and inure solely supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement or understanding and there are no agreements, understandings, representations or warranties between the parties with respect to the benefit subject matter of each party hereto and their respective successors and permitted assigns, and nothing this Agreement other than those set forth or referred to in this Agreement, express or implied, and this Agreement is not intended to confer in or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or by reason of this Agreementremedies with respect to the subject matter or any provision hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and, except as provided below with respect to successors and assigns, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person other than the parties hereto any rightrights or remedies. This Agreement is not intended to and shall not be construed to give any third-party any interest or rights (including, benefit without limitation, any third-party beneficiary rights) with respect to or remedy of in connection with any nature whatsoever under agreement or by reason of this Agreementprovision contained herein or contemplated hereby.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the subject matter hereofof this Agreement. This No provision of this Agreement shall be binding is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon and inure solely to any person other than the benefit of each party parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement 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) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, other than as set forth in Section 6.05, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto any rightclaim, benefit clause of action, right or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the schedules and annexes to this Agreement) 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement. Nothing herein, express or implied, is intended to or shall confer upon any Person other Person than the parties to this Agreement and their permitted assigns any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, understanding among the parties with respect to the subject matter hereofhereof and thereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the exhibits and schedules hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of its subject matters and supersedes all prior agreements and understandings, both agreements, or representations by or among the Parties, written and or oral, among to the parties with respect extent they relate in any way to the subject matter hereofhereof or the transactions contemplated hereby. This Agreement shall be binding upon and inure solely to the benefit of each There are no third party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever beneficiaries having rights under or by reason of with respect to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes sets forth the entire agreement and supersedes all prior agreements and understandings, both written and oral, among of the parties with respect to the subject matter hereofhereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. This No provision of this Agreement shall may be binding upon and inure solely explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct. Except as otherwise expressly stated herein, there is no condition precedent to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy effectiveness of any nature whatsoever under provision hereof or by reason of this Agreementthereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person other Person than the parties hereto any rightclaim, benefit cause of action, right or remedy of any nature whatsoever under or by reason of this Agreementhereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof. This Agreement shall will be binding upon and and, except as provided in Article V, inure solely to the benefit of each party hereto and their respective successors and permitted assignsParty. Except as set forth in the immediately preceding sentence, and nothing in this Agreement, express or implied, is intended to or shall will confer upon any other Person that is not a Party any rightrights, benefit benefits or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referenced 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. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among understanding of the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon matters hereof and inure solely thereof and supersedes any and all prior negotiations, agreements, arrangements and understandings between the parties, written or oral, relating to the benefit of each party hereto and their respective successors and permitted assignsmatters provided for herein or therein. Except as expressly provided in this Agreement, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon on any person other Person than the Parties and their respective heirs, successors and permitted assigns, any rightrights, benefit benefits, remedies or remedy of any nature whatsoever claims under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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 hereofof this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto Party and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including all attachments, exhibits, and amendments hereto) is intended by the entire parties as the final and binding expression of their contract and agreement and supersedes as the complete and exclusive statement of the terms thereof. This Agreement cancels, supersedes, and revokes all prior negotiations, representations and agreements and understandings, both written and oral, among the parties with respect parties, whether oral or written, relating to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes all prior agreements and understandingssupersede any other agreements, both whether written and or oral, that may have been made or entered into by or among any of the parties with respect Parties or any of their respective subsidiaries relating to the subject matter hereof. This Nothing expressed or implied in this Agreement is intended or shall be binding upon and inure solely construed to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon or give any Person, other Person than the Parties, any right, benefit right or remedy of any nature whatsoever remedies under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereofof this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or impliedother than as provided in Sections 6.01 and 6.02, is not intended to or shall confer upon any Person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the such subject matter hereof. matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements negotiations, agreements, commitments, writings, courses of dealing and understandings, both written and oral, among the parties understandings with respect to the subject matter hereof. This Agreement shall be binding upon and inure is solely to for the benefit of each party hereto the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended should not be deemed to or shall confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other Person any right, benefit or remedy right in excess of any nature whatsoever under or by reason of those existing without reference to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementreason.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the LLC Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their its respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, ​ ​ express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and agreements, understandings, both negotiations and discussions, whether written and or oral, among between the parties hereto with respect to the subject matter hereof, so that no such external or separate agreement relating to the subject matter of this Agreement shall have any effect or be binding, unless the same is referred to specifically in this Agreement or is executed by the parties after the date hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any other Person person any right, benefit rights or remedy of remedies hereunder and shall not be enforceable by any nature whatsoever under or by reason of party not a signatory to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement. Nothing herein, express or implied, is intended to or shall confer upon any person other Person than the parties to this Agreement and their permitted assigns any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire complete agreement and understanding among the parties and supersedes and preempts all prior representations, agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Operating Agreement constitute 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. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (including the Schedules) and any other writing signed by the Parties that specifically references this Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes supersede all prior agreements agreements, understandings and understandingsnegotiations, both written and oral, among between the parties Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the Parties to this Agreement any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement 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 Class B Stockholder Agreement, the Charter and the By-laws of the Company. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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 hereofof this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the Parties hereto any rightrights or remedies hereunder; provided, benefit or remedy however, that following the Effective Time, each holder of any nature whatsoever under or by reason Newegg Shares shall be entitled to enforce the provisions of this Agreement.Article I to the extent necessary to receive the LLIT Exchange Shares to which such holder is entitled pursuant to Article I.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the sole and entire agreement of the Shareholder and supersedes all prior agreements and understandings, both written and oral, among the parties Company with respect to the subject matter hereofcontained herein, and supersedes all prior and contemporaneous agreements with respect to such subject matter. This Agreement shall be binding upon and inure solely to is for the sole benefit of each party hereto and their respective successors and permitted assignsmay be enforced solely by the Company, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other Person than the Company) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreementwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Merger Agreement and any other documents and instruments executed pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the other Transaction Documents and the Certificate of Designations, constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto hereto, the Members and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Schedules and Exhibits) 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) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, except for Sections 2.1, 2.3 and 5.9, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, including the documents and the instruments referred to herein and therein, constitute the entire agreement and supersedes supersede all prior agreements agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and thereof. This Nothing in this Agreement shall be binding upon and inure solely construed to give any person other than the benefit of each party hereto and parties to this Agreement or their respective successors and or permitted assigns, and nothing in this Agreement, express assigns any legal or implied, is intended to or shall confer upon any other Person any equitable right, benefit remedy or remedy of any nature whatsoever claim under or by reason in respect of this AgreementAgreement or any provision contained herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, which for all purposes shall be deemed to include all exhibits, schedules and certificates delivered pursuant to the terms hereof, 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement 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 Vulcan Stockholder Agreement, the Charter and the By-laws of the Company. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement Agreement between the parties hereto pertaining to the subject matter of this Agreement and supersedes all prior agreements or contemporaneous agreements, discussions and understandings, both written and oral, among understandings of the parties with respect to hereto concerning the subject matter hereof. This Each party hereto intends that this Agreement shall not benefit, be binding upon and inure solely to the benefit enforceable by, or create any right or cause of each party hereto and their respective successors and permitted assigns, and nothing action in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy on behalf of any nature whatsoever under person or by reason of this Agreemententity other than the parties hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their permitted assigns any right, rights or remedies hereunder; provided that ARTICLE VIII shall be for the benefit or remedy of and fully enforceable by any nature whatsoever under or by reason of this AgreementIndemnified Party.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the such subject matter hereof. matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement hereof and (ii) shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes represents the entire agreement of the parties and may be amended only by a writing signed by each of them, and is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder. This Agreement supersedes all prior agreements and contemporaneous agreements, understandings, both negotiations and discussions, written and or oral, among of the parties with respect parties, relating to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or transaction contemplated by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and, except as expressly set forth herein, supersedes any and supersedes all other prior agreements and understandingsundertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than Archetype, Bitstream and A-Sub and, after the Effective Time, their respective stockholders, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. a. This Agreement 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. . b. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsParty hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their permitted assigns any right, rights or remedies hereunder; provided that Article VIII shall be for the benefit or remedy of and fully enforceable by any nature whatsoever under or by reason of this AgreementIndemnified Party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the Lease and any ancillary agreements, constitutes the entire agreement and supersedes any and all other prior agreements and understandingsagreements, negotiations, or undertakings, both written and oral, among the parties Parties hereto, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure solely to the benefit of each party hereto and their respective successors and permitted assignsdo not, and nothing in this Agreementare not intended to, express or implied, is intended to or shall confer upon any person any rights whatsoever, other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreementthan the Parties hereto and the Transferee Indemnitees and the Transferor Indemnities entitled to indemnification pursuant to hereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes together with the other Transaction Documents constitute the entire agreement agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof; provided that neither this Agreement nor any other Transaction Document shall supersede the Letter of Intent or any definitive agreement resulting from the Letter of Intent. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their permitted assigns any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes contains the entire agreement understanding of the parties and supersedes all prior agreements and understandings, both written and oral, among understandings between the parties with respect relating to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes represents the entire agreement understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all prior other oral or written agreements heretofore made. All terms and understandings, both written and oral, among the parties with respect to the subject matter hereof. This provisions of this Agreement shall be binding upon and shall inure solely to the benefit of each party the parties hereto and their respective personal representatives, heirs, successors and permitted assigns, and nothing . Nothing in this Agreement, express or impliedother than Section 8.1 hereof, is intended to or shall confer upon any other Person person any right, benefit rights or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Merger Agreement, and any other documents and instruments executed pursuant hereto) 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the documents and instruments delivered by the parties in connection with this Agreement) (a) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure (b) is solely to for the benefit of each party the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.successors,

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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 Class B Stockholder Agreement, the Charter and the By-laws of the Company. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes and the Transaction Agreements constitute the entire agreement agreement, and supersedes supersede all other prior agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes contains all of the entire agreement terms, conditions, representations and warranties agreed to by the parties hereto relating to the subject matter of this Agreement and supersedes all prior agreements and understandingscontemporaneous contracts, both written negotiations, correspondence, undertakings and oral, among communications of the parties with respect to the hereto or their representatives, oral or written, respecting such subject matter hereofmatter. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this AgreementAgreement will confer any rights, express remedies or implied, is intended to or shall confer claims upon any other Person any right, benefit that is not a party to this Agreement or remedy a permitted assignee of any nature whatsoever under or by reason of a party to this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 2 Note to Draft: Notice information to come.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (together with the Business Combination Agreement and the Company Agreement) 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including its Exhibits) constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior agreements and understandingsagreements, arrangements, dealings or writings between the Parties, both written and oraloral (including any letter of intent, among the parties memorandum of understanding or term sheet), with respect to the subject matter hereof. This Except as specifically provided herein, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies hereunder. This Agreement may not be amended or modified except in writing executed by the duly authorized representatives of any nature whatsoever under or by reason of this Agreementthe Parties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes Agreement, together with the other Transaction Documents and the Confidentiality Agreement, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes supersede all prior agreements and understandings, both written and oral, among between the parties or their affiliates with respect to the subject matter hereof. This No provision of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes (together with the agreements, schedules and certificates referred to herein or delivered pursuant hereto) embodies the entire agreement Agreement among the Parties and supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofthose set forth or provided for in this Agreement. This The terms and provisions of this Agreement shall be binding upon and inure are intended solely to for the benefit of each party hereto the Parties and their respective successors and permitted assignsor assignees, and nothing in this Agreement, express or implied, it is intended not the intention of the Parties to or shall confer third-party beneficiary rights upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this AgreementPerson.

Entire Agreement; No Third-Party Beneficiaries. This Except as otherwise expressly provided herein, this Agreement (including the agreements, documents and instruments referred to herein) constitutes the entire agreement between and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereoftransactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral. This Agreement shall be binding Nothing in this Agreement, expressed or implied, is intended to confer upon and inure solely to any Person, other than the benefit of each party hereto and parties or their respective successors and permitted assigns, and nothing in this Agreementany rights, express remedies, obligations, or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever liabilities under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement 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) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the full and entire understanding and agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect regard to the subject matter hereofhereof and supercedes the Original Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other Person than the parties hereto and their respective successors and assigns, any rightrights, benefit remedies, obligations, or remedy of any nature whatsoever liabilities under or by reason of this Agreement, except as expressly provided herein.

Entire Agreement; No Third-Party Beneficiaries. This Subject to and except as may be specifically provided herein, this Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the Shareholder Disclosure Letter delivered herewith (which shall be incorporated herein be reference) constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is not intended to or shall confer upon any Person other Person than the parties any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the schedules and annexes to this Agreement), together with the Purchase Agreement and the other agreements referenced therein, constitutes the entire agreement with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofparties. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this AgreementNothing herein, express or implied, is intended to or shall confer upon any Person other Person than the parties to this Agreement and their permitted assigns any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written oral and oralwritten, among between the parties with respect to the such subject matter hereof. matter. (b) This Agreement shall be binding upon upon, and inure solely to the benefit of of, each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This of this Agreement, and subject to the succeeding proviso, is not intended to confer upon any person other than the parties any rights or remedies; provided, however, that this Agreement shall is intended to be binding upon and inure solely to for the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon be enforceable by any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this AgreementClass T Director.

Entire Agreement; No Third-Party Beneficiaries. a. This Agreement 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. . b. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignsParty hereto, and nothing in this Agreement, express or impliedim plied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Beneficiary Representative shall be a third party beneficiary entitled to enforce this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto and upon its effectiveness as provided in Section 7.14 supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other Person than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any right, benefit rights or remedy of any nature whatsoever under or by reason of this Agreementremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement amends and replaces, and supersedes in its entirety, the Original Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and any exhibit, schedule or annex hereto, constitutes the entire agreement agreement, and supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit rights or remedy remedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes set forth all of the entire agreement promises, covenants, agreements, conditions and supersedes all prior agreements and understandings, both written and oral, among undertakings between the parties with respect to the subject matter hereofof this Agreement. This Agreement shall be binding upon supersedes all prior or contemporaneous agreements and inure solely to the benefit of each party hereto and their respective successors and permitted assignsunderstandings, and nothing in this Agreementnegotiations, inducements or conditions, express or implied, oral or written, among the parties. This Agreement is not intended to or shall confer upon any Person other Person than the parties any right, benefit rights or remedy of any nature whatsoever remedies under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties parties, with respect to the subject matter hereof. This Agreement shall be binding upon hereof and inure solely to the benefit of each party hereto thereof and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, (ii) is not intended to or confer, nor shall confer it confer, upon any Person other Person than the parties hereto any right, benefit rights or remedy remedies or benefits of any nature whatsoever under or by reason of this Agreementwhatsoever.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules) constitutes the entire agreement agreement, and supersedes supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. hereof and thereof. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assignshereto, and and, except as provided in Section 6.10, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person not a party to this Agreement any rightrights, benefit benefits or remedy remedies of any nature whatsoever under or by reason of this Agreementwhatsoever.