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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Transaction Agreement and to the other agreements referred to herein constitute extent referenced herein, constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter of this Agreement. This Agreement hereof and 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 other agreements instruments referred to herein constitute herein) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) 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 and the together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein constitute herein), (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) 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 other agreements instruments referred to herein constitute herein) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes 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, among the parties or any of them with respect to the subject matter of this Agreementhereof and thereof. This Agreement 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 and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement , and 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 the documents and the other agreements instruments referred to herein constitute herein) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement and (ii) is not intended to confer upon any person other than the parties hereto (and the persons specified as proxies in Section 4) any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of hereof, and this Agreement. This Agreement is not intended to confer upon any other person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Merger Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder (except the rights conferred upon those persons specified as proxies in Section 4).

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and (b) except for the provisions of Section 3.1 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 Agreement, except as provided in the other agreements referred to herein constitute last sentence of Section 5.3, constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement Agreement, except for the provisions of Section 5.11, 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 and the other agreements referred to herein Merger Agreement constitute the entire agreement, and supersede all other prior agreements and agreements, understandings, representations and warranties both written and oral, among the parties parties, with respect to the subject matter of this Agreementhereof. This Agreement 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement 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 and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among between the parties hereto with respect to the subject matter of hereof and this Agreement. This Agreement 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 and the other agreements referred to herein constitute constitutes the entire agreement, agreement among the parties hereto and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of hereof. Nothing in this Agreement. This Agreement , express or implied, is not intended to or shall confer upon any person Person other than the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and shall supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is agreement and 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 and the other agreements referred to herein constitute constitutes the entire agreement, agreement between the parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreementhereof. This Agreement 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 and the other agreements referred to herein constitute constitutes the entire agreement, and supersede 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 hereof and thereof. No provision of this Agreement. This Agreement is not intended to shall confer upon any person Person other than the parties hereto and their permitted assigns any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein entered into in connection with the transactions (a) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and (b) 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 other agreements and documents referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties Parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Except as expressly provided herein, 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 and the other agreements referred to herein constitute Agreement, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and 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 and the other agreements referred to herein constitute constitutes the entire agreement, agreement among the parties hereto and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and 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 Schedules and Exhibits attached hereto) and the other agreements and instruments referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.04 (with respect to which the Indemnified Parties shall be third-party beneficiaries), 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 and (including the other agreements documents referred to herein constitute herein) constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , and 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies, except Section 5.06(c), Section 5.06(d) and Section 5.07.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, this Agreement is 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 Exhibit A and the other agreements referred to herein constitute Exhibit B hereto) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties agreement with respect to the subject matter hereof between the parties, and supersedes all other prior agreements, understandings and undertakings among the parties hereto or any of this Agreementtheir Affiliates with respect to the subject matter hereof between the parties. This Agreement is not intended to to, and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, this Agreement 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 and the other agreements referred to herein constitute sets forth the entire agreement, and supersede all prior agreements and understandings, both written and oral, among agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this AgreementAgreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct. This Agreement Except as otherwise expressly stated herein, there is not intended no condition precedent to confer upon the effectiveness of any person other than the parties any rights provision hereof or remediesthereof.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.04, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and Agreement, including Exhibit A hereto, together with the other agreements referred to herein constitute Merger Agreement, constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement Agreement, including Exhibit A, is not intended to confer any rights or remedies upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the other Transaction Documents and the other agreements referred to herein constitute Certificate of Designations, constitutes the entire agreement, and supersede 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 hereof and thereof. No provision of this Agreement. This Agreement is not intended to shall confer upon any person Person other than the parties hereto and their permitted assigns any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of hereof, and this Agreement. This Agreement is not intended to confer upon any other person other than the parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. No provision of this Agreement. 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 Merger Agreement and the other agreements referred to herein constitute Transaction Documents) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) 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 Transaction Agreement (together with the Confidentiality Agreements, the Merger Agreement and the any other agreements documents and instruments referred to herein constitute herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereto and 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 7.4, is not intended to confer upon any person other than the parties any rights or remedies.Person

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Nothing herein, express or implied, is not intended to or shall confer upon any person other than the parties to this Agreement and their permitted assigns any rights rights, benefits or remediesremedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreementagreement of the parties hereto, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement , and 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 the other agreements instruments referred to herein constitute herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof, and 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 The Original Agreement, as amended by this Amendment, and the other agreements referred to herein Merger Agreement constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of transactions contemplated by the Original Agreement, as amended by this Agreement. This Amendment, and the Merger Agreement is and are not intended to confer upon any person Person other than the parties hereto any rights rights, remedies, obligations or remediesliabilities.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to and does not confer upon any person Person, other than the parties and, with respect to Section 2.06, Indemnified Persons, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, including the documents and the other agreements instruments referred to herein and therein, constitute the entire agreement, agreement and supersede all prior agreements agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter of hereof and thereof. Nothing in this Agreement. This Agreement is not intended shall be construed to confer upon give any person other than the parties to this Agreement or their respective successors or permitted assigns any rights legal or remediesequitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein Transaction Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter of this Agreement. This Agreement is hereof and thereof and (b) are 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 (together with the Merger Agreement and the any other agreements referred to herein constitute documents and instruments executed pursuant hereto) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of hereof. Nothing in this Agreement. This Agreement , express or implied, is not intended to or shall confer upon any person Person other than the parties hereto any rights right, benefit or remediesremedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Merger Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Merger Agreement. This Merger Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.07, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.04 and Section 5.08, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements all documents and instruments referred to herein constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is ; and 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 and the other agreements referred to herein entered into in connection with the transactions (i) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement is and, (ii) except for the provisions of Article I and Section 4.8 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 and the other agreements referred to herein Transaction Agreements constitute the entire agreement, and supersede supercede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is hereof and thereof and 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 Merger Agreement and the other agreements referred to herein constitute entered into in connection with the Merger) (a) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and (b) 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 and the other agreements referred to herein Transaction Agreements constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is hereof and thereof and, except for Article V, 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 (and the other agreements referred schedules and attachments to herein constitute the foregoing) constitutes the entire agreement, agreement of the parties hereto and supersede all prior agreements and understandings, both written and oral, among the such parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedieshereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 7.4 and 10.2, 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 and the together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein constitute herein), except the letter agreement referenced in Section 1(b) or as otherwise provided in the Merger Agreement (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (ii) 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 5.05 and 8.02, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Contribution Agreement, including the documents and the other agreements instruments referred to herein constitute herein, (a) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and (b) is not intended to confer upon any person or entity other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement together with the Asset Purchase Agreement, the Indemnification Agreement and the other agreements referred to herein constitute Registration Rights Agreement (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is and (b) except for the provisions of Sections 2.02 and 5.01, 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Except as expressly provided herein, and except for the investors in the Capital Raise, who will be deemed third party beneficiaries hereof, this Agreement is 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 (together with any ancillary agreements and the any other agreements documents and instruments referred to herein constitute herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement 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 and the other agreements referred to herein or executed contemporaneously herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than as provided in Section 6.03, 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 and the other agreements referred to herein constitute constitutes the entire agreementagreement of the parties with respect to the subject matter hereof, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is and are not intended to confer upon any person Person other than the parties hereto (except, as to the Company, its Affiliates) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Sections 6.04 and 6.06 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 other agreements instruments referred to herein constitute herein) constitutes the entire agreementagreement between the parties, and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of hereof. Except as provided in Section 7.2, this Agreement. This Agreement 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 and the other agreements referred to herein entered into in connection with the transactions contemplated hereby (a) constitute the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter of this Agreement. This Agreement is and, (b) except for the provisions of Article II and Section 5.8, are not intended to confer upon any person Person other than the parties Parties hereto any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the ------------------------------------------------------- other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement 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 the documents and the other agreements instruments referred to herein herein) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter of this Agreement. This Agreement is and 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 Agreement, together with the exhibits and the other agreements documents referred to herein constitute herein, is the product of both of the parties hereto, and constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the agreement between such parties with respect pertaining to the subject matter of this Agreementhereof. This Agreement Agreement, including the exhibits and other documents referred to herein, 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 and the other agreements referred to herein constitute (including Exhibit A hereto) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties agreement with respect to the subject matter hereof between the parties, and supersedes all other prior agreements, understandings and undertakings among the parties hereto or any of this Agreementtheir Affiliates with respect to the subject matter hereof between the parties. This Agreement is not intended to to, and does not confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute ---------------------------------------------- constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter of this Agreement. This Agreement and 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 all schedules, exhibits and the other agreements referred to herein constitute annexes hereto) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among agreement of the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended hereof and merges all prior negotiations, agreements and understandings, oral or written, with respect to confer upon any person such matters (other than as set forth in the parties any rights or remediesConfidentiality Agreement).

Entire Agreement; No Third-Party Beneficiaries. This Agreement set forth all of the promises, covenants, agreements, conditions and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among undertakings between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous agreements and understandings, negotiations, inducements or conditions, express or implied, oral or written, among the parties. This Agreement is not intended to confer upon any person Person other than the parties any rights or remediesremedies under this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein in this Agreement constitute the entire agreement, agreement (and supersede all each prior agreements agreement and understandingsunderstanding, both whether written and or oral, ) among the parties with respect to Parties regarding the subject matter of this Agreement. This Agreement is not intended to confer upon any person rights or remedies on any Person other than the parties any rights or remediesParties.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the 60 subject matter of this Agreement. This Agreement Agreement, other than Section 6.4, 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 and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Agreement, other than Section 5.12, is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement First Merger, and is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Except for the Standstill Agreement and the other agreements referred to herein constitute Shareholders Agreement, this Agreement constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement 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 and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementhereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remediesremedies hereunder, except as set forth in Section 7.10.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the other agreements instruments referred to herein constitute herein) (i) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof, and (ii) is not intended to confer upon any person other than the parties hereto and Merger Subsidiary, which is an express beneficiary of this Agreement, any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Except as provided in Section 5.5, this Agreement is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement hereof and is not intended to and does not confer upon any person Person other than the parties any rights or remedies, including specifically the terms and conditions set forth in the Letter Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and together with the other agreements referred to herein Transaction Documents constitute the entire agreement, and supersede 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 hereof 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. No provision of this Agreement. This Agreement is not intended to shall confer upon any person Person other than the parties hereto and their permitted assigns any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and is not intended to confer upon any person Person other than the parties hereto or thereto, as applicable, any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, and supersede supersedes 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 of this Agreement. This Agreement hereof and thereof and 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 and Agreement, together with the other agreements referred to Shareholder Disclosure Letter delivered herewith (which shall be incorporated herein constitute be reference) constitutes the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement and 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 schedules and annexes to this Agreement), together with the Purchase Agreement and the other agreements referred to herein constitute referenced therein, constitutes the entire agreement, agreement with respect to the subject matter hereof and supersede thereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreementparties. This Agreement Nothing herein, express or implied, is not intended to or shall confer upon any person Person other than the parties to this Agreement and their permitted assigns any rights rights, benefits or remediesremedies of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement among the parties hereto and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This , including without limitation the February Letter Agreement, and 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 and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter of this Agreement. This Agreement hereof and does not, and is not intended to to, confer upon any person other than the parties Person any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute constitutes the entire agreement, agreement and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement Reorg Merger, and is not intended to to, and does not, confer upon any person other than the parties any rights or remedies.