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 and the other Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to hereinherein or therein) 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 and (b) except for the provisions of Article IISection 6.7, Section 5.6 and Section 5.8, are is not intended to confer confer, nor shall it confer, upon any person Person other than the parties hereto any rights or remediesremedies or benefits of any nature whatsoever.

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 The Confidentiality Agreement and 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 and Section 5.8, 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 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 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) Company Disclosure Schedule and the Confidentiality Agreement Agreement): (a) constitute constitutes the entire agreementagreement (including, without limitation, the only representations and supersede warranties) among the parties with respect to the subject matter hereof 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 of this Agreement and hereof, and (b) except for the provisions of Article IIas provided in Section 6.5, 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 Confidentiality Agreement and 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 hereto with respect to the subject matter of this Agreement and (b) except for the provisions of Article IISection 6.7, Section 5.6 and Section 5.8, are is not intended to confer confer, nor shall it confer, upon any person Person other than the parties hereto any rights or remediesremedies or benefits of any nature whatsoever.

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) ), 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 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 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, 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) 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 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 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 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, 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 (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, 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, 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 Company Disclosure Schedule and instruments referred to hereinthe Annex and Exhibits hereto) and the Confidentiality Agreement Agreement: (a) constitute the entire agreement, agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except the Confidentiality Agreement) and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement hereof and thereof, and (b) except for the provisions of Article II, as provided in Section 5.6 and Section 5.86.6, 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 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 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 (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 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 (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 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) 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 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 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 ), 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 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 Agreement, taken together with the documents and instruments referred to herein) Company Disclosure Letter, the Parent 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 and (b) except for the provisions of Article IIII and Sections 6.06, Section 5.6 6.16 and Section 5.8, 6.17 are 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 Transaction Agreements (including the Confidentiality Agreement and the documents and instruments referred to hereinherein or therein) 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 IISection 5.9, Section 5.6 and Section 5.8, are is not intended to confer confer, nor shall it confer, upon any person Person other than the parties hereto any rights or remediesremedies or benefits of any nature whatsoever.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) ), the Shareholders 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 IIII (after the Effective Time), Section 5.6 5.04 and Section 5.85.06, 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, together with 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 with respect to the subject matter hereof; provided that the Confidentiality Agreement shall survive the execution and delivery of this Agreement Agreement, and (b) except for the provisions of Article IIother than Section 5.08, 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 (---------------------------------------------- Agreement, including the documents and instruments referred to herein) and , together with 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 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 or entity 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 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. 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, the Support Agreements, and the Confidentiality Agreement (including the documents and the instruments referred to herein) herein and the Confidentiality Agreement (atherein) constitute the entire agreement, agreement and supersede all prior agreements agreements, negotiations, arrangements 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 IIthereof, 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 Agreement: (a) constitute the entire agreement, agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except the Confidentiality Agreement) and understandings, both written and oral, between among the parties or any of them with respect to the subject matter of this Agreement hereof and thereof, and (b) except for as provided in (i) the provisions second and third sentences of Article IISection 6.1(b), (ii) Section 5.6 6.6 and (iii) Section 5.86.9(l), 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 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 2.1(a), Section 5.6 5.5 and Section 5.85.9, 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 the 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 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 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 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 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 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 the documents schedules and instruments referred annexes to hereinthis Agreement) 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) except for the provisions of Article II, other than as provided in Section 5.6 and Section 5.8, are 6.7 is not intended to confer upon any person Person 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 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 the Confidentiality Agreement (aexcept for Section 7 thereof) (i) 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 (including Section 7 of the Confidentiality Agreement) and (bii) except for the provisions of Article II, Section 5.6 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 (Agreement, including the documents and instruments referred to herein) and , together with the Confidentiality Agreement dated March 24, 1999, (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 IISections 2.5, Section 5.6 6.4, 6.7, 6.8, and Section 5.86.9 of this Agreement, are is not intended to confer upon any person or entity 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, 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) except for the provisions of Article IIArticles I, Section 5.6 II and III and Section 5.8, are 6.2 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 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 (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) the Confidentiality Agreement and except for the provisions of Article II, Section 5.6 and Section 5.85.05 of this Agreement, are not intended to confer upon any person other than the parties hereto and thereto (and their respective successors and assigns) any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents Exhibits hereto and instruments referred to hereinthe Lucent Disclosure Letter and the Alcatel Disclosure Letter) and the Confidentiality Agreement (a) constitute the entire agreement, agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written oral and oralwritten, between the parties with respect to the subject matter of this Agreement and (b) except thereof. Except for the provisions of Article II, Section 5.6 1.02 (which shall be for the benefit of the holders of Shares as of immediately prior to the Effective Time) and Section 5.8, are not intended to confer upon any person other than the parties any rights or remedies.Section

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 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 Confidentiality Agreement and 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 and neither party is relying on any other oral or written representation, agreement or understanding and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, 5.7 (which upon the Effective Time are not intended to confer upon any person other than benefit the parties any rights or remedies.Indemnified Parties), and Section

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 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 (and the Transaction Documents, including the documents all exhibits and instruments referred to herein) schedules attached hereto and thereto 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 hereof. Other than as set forth in Section 9.6, this Agreement does not, and (b) except for the provisions of Article II, Section 5.6 and Section 5.8, are is not intended to to, confer upon any person Person other than the parties to this Agreement any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Confidentiality Agreements and 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 and (b) except for the provisions of Article II, Section 5.6 II (which are intended to benefit the holders of Andrew Common Stock) and Section 5.86.4 (which are intended to benefit the Indemnified Parties, including Indemnified Parties who or which are not parties hereto), 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, 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 and Section 5.86.05, 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, 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 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) ), 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 5.85.06, 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 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 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 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 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 6.5, 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 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) 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 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.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) and Except for the Confidentiality Agreement (a) constitute between the parties dated June 24, 1998, this Agreement is 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) except for the provisions of Article II, Section 5.6 and hereof. Other than Section 5.8, are the second sentence of Section 5.4(b) and Section 5.15(d), 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 (including the Confidentiality Agreement and the documents and instruments referred to hereinherein or therein and including the Company Disclosure Letter) 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 and (b) except for the provisions of Article IISection 6.7, Section 5.6 and Section 5.8, are is not intended to confer confer, nor shall it confer, upon any person Person other than the parties hereto any rights or remediesremedies or benefits of any nature whatsoever.

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, agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement hereof, and (bii) except for the provisions of Article II, Section 5.6 and Section 5.8, are not intended to and shall not confer upon any person Person other than the parties hereto 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 (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 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, Section 5.6 3.02 after the Effective Time and Section 5.86.05, 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 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 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 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 5.86.06, 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 Agreement, the Confidentiality Agreement and the Transaction Documents (a) constitute the entire agreement, and supersede 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 II, Section 5.6 and Section 5.8, are not intended to and shall not confer any rights upon any person Person other than the parties any rights or remediesParties.

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 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 5.04 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 exhibits hereto, the Support Agreement and instruments referred to hereinthe Company Disclosure Letter) 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) thereof and, except for the provisions of Article IIas set forth in Section 5.9(d), 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 (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 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, the Option Agreement (including the documents and instruments referred to herein) 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 hereof, 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. (1) 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) 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 remedieshereof.

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 remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Confidentiality Agreement (including the exhibits hereto and 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 (b) except for as provided in Section 5.11 with respect to the provisions obligations of Article II, Section 5.6 and Section 5.8Parent thereunder, 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 together with the documents and instruments referred to herein) Confidentiality Agreement, each exhibit hereto, and the Confidentiality Agreement Company Disclosure Schedule) (a) constitute constitutes the entire agreement, agreement 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 hereof and thereof; and (b) except as provided in ARTICLE 2 and Section 5.9, is solely for the provisions benefit of Article IIthe Parties and their respective successors, Section 5.6 legal representatives and Section 5.8, are assigns and does not intended to confer upon on any person other than the parties Person 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 will remain valid and (bin effect) and, except for the provisions of Article IIII (Effect of the Merger), Section 5.6 5.7 (Rights Under Stock Plans) and Section 5.8, are 5.11 (Director and Officer Liability) 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 Confidentiality Agreement (including the documents and the instruments referred to hereinherein and therein) 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, Section as provided in Sections 5.6 and 5.7 of this Agreement and this Section 5.88.5, are not intended to confer upon any person Person other than the parties hereto any rights or remediesremedies hereunder or thereunder.