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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits and instruments referred to hereinSchedules) and the Confidentiality Agreement and any agreements entered into contemporaneously herewith (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.85.05, are not intended to and do not confer upon any person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger Agreement (including the documents and instruments referred to hereinattached thereto as exhibits or schedules or delivered in connection therewith) and the Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement Agreement, and (bii) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.85.05, are not intended to and do not confer upon any person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and thereof and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person Person other than the parties hereto and thereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article IISections 1.5, Section 5.6 and Section 5.85.7, are not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article IIII and Sections 5.07(b), Section 5.6 5.07(c), 5.08 and Section 5.85.09, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement between the Company and Parent (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among all or some of the parties Parties with respect to the subject matter of this Agreement and (bii) except for as provided in the provisions of Article II, Section 5.6 and Section 5.86.8, are not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to hereinSchedules hereto) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder, except as otherwise provided in Sections 2.8, 2.9 and 6.5.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.85.03, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Agreement, the Confidentiality Agreement (a) and the other Related Documents constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter of this Agreement, the Confidentiality Agreement and (b) except the other Related Documents. Except as provided in Article VI, this Agreement is for the provisions sole benefit of Article II, Section 5.6 the Parties hereto and Section 5.8, are is not intended to and does not confer upon any person Person other than the parties Parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, between among the parties hereto, or any of them, with respect to the subject matter of this Agreement and (b) hereof and, except for the provisions of Article IISection 6.11 (Indemnification, Section 5.6 Directors' and Section 5.8Officers' Insurance), are does not, and is not intended to to, confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Option Agreements, the Voting Agreements and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.85.5, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Except for the Confidentiality Agreement, this Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) hereof. This Agreement, except for the provisions of Article IISection 7.9, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement among the parties with respect to the subject matter hereof and supersede thereof and supersedes all other prior agreements and understandings, both written and oral, between among the parties or any of them with respect to the subject matter hereof and thereof (provided that the provisions of this Agreement and (b) except for the shall supersede any conflicting provisions of Article IIthe Confidentiality Agreement). Except as provided in Section 6.4, Section 5.6 and Section 5.8nothing in this Agreement, are not express or implied, is intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 5.7 and Section 5.8Sections 2 and 3 of Schedule 3.1(q) of the Company Disclosure Schedule which shall inure to the benefit of and be enforceable by the persons referred to therein, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Stockholder Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.86.05, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.85.7, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.85.05, are not intended to confer upon any person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreement and any other documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereto and (b) except for the provisions of Article IIas provided in Sections 5.7, Section 5.6 5.9, 5.10 and Section 5.85.11, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents and the instruments referred to herein) ), the Confidentiality Agreement, and the Confidentiality Agreement Transaction Documents (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person other than the parties hereto (including without limitation any Target employees) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreements, the Company Option Agreement and any other documents and instruments referred to herein) herein and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereto and (b) except for the provisions of Article IIas provided in Sections 5.9 through 5.11, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) hereof. This Agreement, except for the provisions of Article IISection 5.9, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- (including the documents and the instruments referred to herein) ), and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements Agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter of this Agreement hereof and thereof, and (b) except for the provisions of other than Article II, Section 5.6 and Section 5.8Sections 3.24(c) and 4.24(c), are not intended to confer upon any person Person other than the parties Parties hereto and thereto any rights or remediesremedies hereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and any agreement entered into by the parties on the date of this Agreement, and (b) except for the provisions of Article IISection 5.05, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and ), together with the Confidentiality Agreement Agreement, (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article IISection 5.5, Section 5.6 which shall inure to the benefit of and Section 5.8be enforceable by the Persons referred to therein, are is not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter of this Agreement and (b) except for the provisions of Article IIhereof. Except as specifically provided herein or therein, Section 5.6 and Section 5.8, such agreements are not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and thereof and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer any rights or remedies upon any person Person other than the parties any rights or remedieshereto and thereto.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreements shall remain valid and (bin effect) and, except for the provisions of Article IIII and Sections 5.7, Section 5.6 5.11 and Section 5.85.16, are is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.8Sections 5.5 and 5.6, are not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement dated May 24, 2007 (athe “Confidentiality Agreement”) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oraloral (including that certain Non-Binding Term Sheet, dated February 7, 2007, between Purchaser and Seller, between or among the parties hereto with respect to the subject matter of this Agreement and (b) except for the provisions of Article IIhereof. Except as specifically provided herein or therein, Section 5.6 and Section 5.8, such agreements are not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to hereinschedules hereto) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Article IISection 5.11, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Voting Agreements and the Confidentiality Agreement between the Company and Parent (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter of this Agreement and (bii) except for the provisions of Article II2, Section 5.6 and Section 5.85.7, are not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements 49 50 and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 Sections 6.4 and Section 5.86.5, are not intended to confer upon any person other than the parties and the Company's stockholders any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to herein) schedules hereto), the Voting Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and except for the provisions of Article IISection 5.12 hereof, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remediesremedies hereunder, except for the provisions of Sections 5.04, 5.05 and 5.07, which are intended for the benefit of the persons referred to therein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (bii) except for the provisions of Article II, Section 5.6 and Section 5.85.08 (which shall be enforceable by the Indemnified Parties), are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Indemnification Agreement and the Confidentiality Agreement (including the documents and the instruments referred to herein) herein and the Confidentiality Agreement therein): (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and thereof, and (b) except for the provisions of Article II, Section 5.6 as provided in Sections 2.4 and Section 5.8, 5.9 are not intended to confer upon any person Person other than the parties hereto and thereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 Sections 5.6, 5.7 and Section 5.85.10(b), are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) Agreement. This Agreement, except for the provisions of Article IISection 5.10 (which upon the Effective Time are intended to benefit the parties indemnified thereunder), Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreement shall remain valid and (bin effect) and, except for the provisions of Article II2 and Sections 5.7 and 5.11, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, taken together with the documents and instruments referred to herein) Company Disclosure Letter and the Confidentiality Agreement Agreements, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties hereto with respect to the subject matter of this Agreement Transactions and (b) except for the provisions of Article II, II Section 5.6 and Section 5.86.05, are not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Agreement, the Confidentiality Agreement and the other agreements entered into in connection with the transactions (ai) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and and, (bii) except for the provisions of Article II, Section 5.6 I and Section 5.84.9, are not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.85.7, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, the documents and instruments referred to herein) Confidentiality Agreements and the Confidentiality Agreement (a) Option Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and except for the provisions of Article IISections 6.5, Section 5.6 6.6, and Section 5.86.13 hereof, are is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to hereinletters hereto) and the Confidentiality Agreement (a) Agreements constitute the entire agreement, and supersede all other prior or contemporaneous agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Article II, Section 5.6 and as set forth in Section 5.8, are is not intended to and shall not confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Except for the Confidentiality Agreement, this Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) hereof. This Agreement, except for the provisions of Article IISection 7.1, Section 5.6 7.2, Section 7.9, Section 7.12 and Section 5.87.13, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement, provided that the Confidentiality Agreement shall survive the execution and delivery of this Agreement, and (b) except for the provisions of Article II, as set forth in Section 5.6 and Section 5.85.05, are not intended to and shall not confer upon any person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreement and any other documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereto and (b) except for the provisions of Article IIas provided in Sections 5.7, Section 5.6 5.9, 5.11 and Section 5.85.17, are is not intended to confer upon any person other than the parties hereto any rights or remedies.remedies hereunder. 8.7

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and , including the Confidentiality Agreement Agreement) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder, other than the persons intended to benefit from the provisions of Section 6.12 (Indemnification and Insurance), who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, the documents and the instruments referred to herein) executed and delivered in connection herewith and the Confidentiality Agreement (a) Agreements constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties and between the parties Purchaser and the Seller Parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, the documents and instruments referred to herein) Confidentiality Agreements and the Confidentiality Agreement other agreements entered into in connection with the transactions contemplated hereby (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.86.11, are not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and instruments referred to herein) Company Disclosure Letter, Annex A attached hereto and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions Confidentiality Agreement. No provision of Article II, Section 5.6 and Section 5.8, are not this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person Person other than the parties any rights or remediesand their respective successors and assigns other than the provisions set forth in Section 4.10.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) Agreements constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.8, Sections 5.5 and 15.7 are not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 5.06(a) and Section 5.85.09, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement Agreement: (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article IIas provided in Section 6.5 hereof, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder, except as otherwise specified herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Except as contemplated by Section 7.12, this Agreement, together with the Confidentiality Agreement and the other agreements and instruments referenced herein, (a) constitute constitutes the entire agreementunderstanding, and supersede all prior agreements and understandings, both written and oral, between agreement of the parties with respect to the subject matter of this Agreement hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits and Schedules hereto and the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article II, Section 5.6 6.4 and Section 5.86.8, are not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Confidentiality Agreement and the other documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article IIas provided in Sections 6.04, Section 5.6 6.06, and Section 5.86.09, are not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and ), the Confidentiality Agreement and the Pinnacle Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (bii) except for the provisions of Article II, Section 5.6 and Section 5.85.06 (which shall be enforceable by the Indemnified Parties), are not intended to and shall not confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the documents documents, exhibits, schedules and instruments referred to herein) and ), taken together with the Confidentiality Agreement Agreement, (ai) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of Merger and the other transactions contemplated by this Agreement and (bii) except for the provisions of Article IISection 6.4, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Confidentiality Agreement and any other documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article II, as provided in Section 5.6 5.14 and Section 5.8, are 5.19 is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreement shall remain valid and (bin effect) and, except for the provisions of Article IIII and Sections 6.05, Section 5.6 6.06 and Section 5.86.07, are is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Voting and Option Agreement, and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.85.07, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred schedules to hereinthis Agreement) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of as set forth in Section 5.9 and Article II9, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person (including without limitation the shareholders of NPCC) other than the parties to this Agreement any rights or remediesremedies under this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits and instruments referred to hereinSchedules) and the Confidentiality Agreement and any agreements entered into contemporaneously herewith (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except (from and after the Acceptance Time) for the provisions of Article II, Section 5.6 and Section 5.86.05, are not intended to and do not confer upon any person Person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, the documents and instruments referred to herein) Transaction Documents executed substantially concurrently herewith and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except Agreement. Except for the provisions of Article IISection 5.9, Section 5.6 and Section 5.8, are this Agreement is not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article IIas provided in Section 6.8, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with Annex A hereto, the documents and instruments referred to herein) Company Disclosure Letter and the Confidentiality Agreement Agreement, (a) constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and thereof and (b) except for the provisions of Article IISection 5.7, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Stockholders Agreements and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior written or oral and all contemporaneous oral agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 2 and Section 5.85.6, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Agreement, the Confidentiality Agreement and the other agreements entered into in connection with the Transactions (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and and, (b) except for the provisions of Article II, Section 5.6 5.12(b) and (c) and Section 5.85.13, are not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Confidentiality Agreement (including the documents and the instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article II, other than Section 5.6 and Section 5.8, are 5.1 is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits and instruments referred to hereinSchedules) and the Confidentiality Agreement and any agreements entered into contemporaneously herewith (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except (from and after the Effective Time) for the provisions of Article II, Section 5.6 and Section 5.85.06, are not intended to and do not confer upon any person other than the parties any legal or equitable rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and , including the Confidentiality Agreement Agreement) (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder, other than the Indemnified Persons intended to benefit from the provisions of Section 5.9, who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and any agreement entered into by the parties on the date of this Agreement, and (b) except for the provisions of Article IISection 6.04, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the documents and instruments referred to herein) Ancillary Agreements, the Confidentiality Agreement, the exhibits, the Disclosure Schedules and the Confidentiality Agreement (a) constitute other documents delivered pursuant hereto, constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter of this Agreement and hereof (b) except for provided, however, that the provisions of Article II, Section 5.6 the Confidentiality Agreement will remain valid and Section 5.8, are in effect) and is not intended to confer upon any person Person other than the parties Parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Agreement, the Confidentiality Agreement and the other agreements entered into in connection with the transactions (ai) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and and, (bii) except for the provisions of Article II, Section 5.6 I and Section 5.8Sections 4.9(a) and (b) and 4.10, are not intended to confer upon any person Person other than the parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including and the documents exhibits and instruments referred to herein) schedules hereto, the other Transaction Documents and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person Person other than the parties hereto and the Indemnified Parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to hereinletters hereto) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of hereof and thereof and, except as set forth in Section 6.9, this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and instruments referred to herein) and letters hereto), the Confidentiality Agreement (a) and the Limited Guarantees constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties parties, or any of them, with respect to the subject matter of this Agreement hereof and (b) thereof and, except for the provisions of Article IIas set forth in Section 5.9, Section 5.6 and Section 5.8, are is not intended to and shall not confer upon any person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Option Agreements, the Support Agreement and the Confidentiality Agreement Agreements (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.85.7, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Custody and Security Agreement and the Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (bii) except for the provisions of Article II, Section 5.6 and Section 5.85.06 (which shall be enforceable by the Indemnified Parties), are not intended to and shall not confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 5.06 and Section 5.85.08, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents and instruments referred to herein) and , including the Confidentiality Agreement Agreement) (a) constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this Agreement hereof, and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder, other than the persons intended to benefit from the provisions of Section 6.16, who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and instruments referred to herein) Annexes hereto and the Confidentiality Agreement Agreement, (a) constitute constitutes the entire agreementagreement and understanding of the Parties, and supersede supersedes all other prior agreements and understandings, both written and oral, between among the parties Parties with respect to the subject matter of this Agreement and thereof and (b) shall not confer upon any Person other than the Parties any rights (including third-party beneficiary rights or otherwise) or remedies hereunder, except for for, in the case of clause (b), the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person other than the parties any rights or remedies6.10.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) Agreement, and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement and (b) except Agreement. Except for the provisions rights of Article IIother Persons that are expressly provided in this Agreement, Section 5.6 the rights and Section 5.8, benefits of this Agreement are not intended for the benefit of any Person that is not a party to confer upon any person other than the parties any rights or remediesthis Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreements shall remain valid and (bin effect) and, except for the provisions of Article II2 and Sections 5.7 and 5.11, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreement shall remain valid and (bin effect) and, except for the provisions of Article IIII and Sections 5.7, Section 5.6 and Section 5.8, are 5.12 and 5.16, is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the documents and instruments referred to herein) Ancillary Agreements and the Confidentiality Agreement (ai) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter of this Agreement hereof and thereof and (bii) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to confer upon any person Person, other than the parties Parties, any rights or remediesremedies hereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (ai) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among all or some of the parties Parties with respect to the subject matter of this Agreement and (bii) except for as provided in the provisions of Article II, Section 5.6 and Section 5.86.9, are not intended to confer upon any person Person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement Agreements (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article IISection 2 (Liquidation and Dissolution of Seller), Section 5.6 6.7 (Stock Options) and Section 5.86.9 (Indemnification; Exculpation; Insurance), are not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to hereinherein and the recitals which are hereby incorporated by reference and made a part hereof) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings (including all letters of intent), both written and oral, between among the parties parties, or any of them, with respect to the subject matter of this hereof. This Agreement and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and the Confidentiality Agreement (a) constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement (provided, however, that the provisions of the Confidentiality Agreements shall remain valid and (bin effect) and, except for the provisions of Article IIII and Sections 5.7, Section 5.6 5.11 and Section 5.85.17, are is not intended to confer upon any person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), and the Confidentiality Agreement confidentiality agreements previously executed between the parties hereto (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 II and Section 5.8, 5.12 are not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including ----------------------------------------------- Agreement, taken together with the documents and instruments referred to herein) Company Disclosure Letter and the Confidentiality Agreement Agreement, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement transactions contemplated hereby and (b) except for the provisions of Article IIII and Sections 6.04, Section 5.6 6.06 and Section 5.86.12, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Option Agreements, the Stockholders Agreements and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 5.06 and Section 5.85.08, are not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II, Section 5.6 III and Section 5.8, 6.04 are not intended to confer upon any person Person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to hereinexhibits hereto) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, understandings between the parties with respect to the subject matter of this Agreement hereof and (b) except for the provisions of Article II, Section 5.6 thereof and Section 5.8, are is not intended to and shall not confer upon any person other than the parties hereto any rights or remediesremedies hereunder.