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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) are is not intended to confer upon any person Person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

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

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of Section 3(d).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute constitutes the entire agreement and, except as expressly set forth herein, supersedes any and supersede all other prior agreements, negotiations, arrangements agreements and understandingsundertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereofhereof and, and except for Section 7.7 (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are is not intended to confer upon any person Person other than Parent the parties hereto and Stockholder their respective successors and permitted assigns, any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits, schedules and the instruments referred to herein): appendices hereto) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among or between any of the parties parties, with respect to the subject matter hereof, hereof and thereof and (b) are is not intended to confer confer, nor shall it confer, upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunderor benefits of any nature whatsoever.

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

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Merger Agreement (including the documents and the instruments referred to hereinherein and therein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, ; and (bii) are other than with respect to the persons specified as proxies in Section 4, is not intended to confer upon any person Person other than Parent and Stockholder the parties any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 6.15, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) except for the provisions of Article II and Sections 5.07(b), 5.07(c), 5.08 and 5.09, are not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the documents other Transaction Agreements, the exhibits and the instruments referred schedules and the other documents delivered pursuant to herein): (athis Agreement) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofhereof and, except for the provisions of Sections 2.04, 5.02 and (b) are 5.03 hereunder, is not intended to confer upon any person Person other than Parent and Stockholder the Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) except for the provisions of Article II, Section 5.08 and Section 5.09, are not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 7.06 is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof including, without limitation, the letter agreement dated July 9, 1999 between H.I.G. Capital, LLC and the Majority Shareholders (bas such term is defined therein)and (ii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof, of this Agreement and (b) are not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are except for Section 4, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): Transaction Documents (a) constitute the entire agreement agreement, and supersede all other prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof, hereof and thereof and (b) are not intended to and shall not confer any rights upon any person Person other than Parent and Stockholder any rights or remedies hereunderthe Parties.

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

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ), the Voting Agreements and the Confidentiality Agreement between the Company and Parent (ai) constitute the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofof this Agreement and (ii) except for the provisions of Article 2, and (b) Section 5.7, are not intended to confer upon any person Person other than Parent and Stockholder the Parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This ----------------------------------------------- Agreement (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent the parties hereto (and, as provided in Section 4, the Company Releasees and Stockholder the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ), the Confidentiality Agreement, and the Transaction Documents (a) constitute the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder the parties hereto (including without limitation any MegaSys employees) any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 6.7, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) are is not intended to confer upon any person other than Parent the parties hereto (and Stockholder the persons specified as indemnitees in Section 6(f)) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent the parties hereto and Stockholder their respective successors and assigns any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 7.2(b) and 7.3(b).

Entire Agreement; No Third-Party Beneficiaries. This Agreement The Transaction Agreements (including the documents and the instruments referred to herein): therein and any other writings signed by each of the Parties with respect to any related matters) (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereofthereof, and (b) are not intended to confer upon any person or entity other than Parent and Stockholder the Parties thereto any rights or remedies hereunderthereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement - ---------------------------------------------- (including the documents and the instruments referred to herein): ) (ai) constitute - constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any -- person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This ----------------------------------------------- Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, ; and (bii) are is not intended to confer upon any person Person other than Parent and Stockholder the parties any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including ---------------------------------------------- the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and hereof (b) are except as expressly provided herein, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and thereof and (b) are except as provided in Section 5.2, is not intended to confer upon any person other than Parent and Stockholder the parties hereto or thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (b) are except for the provisions of Section 7.8, is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (ai) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder.

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

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and the instruments referred to herein): (aschedules hereto) constitute constitutes the entire agreement agreement, and supersede supersedes all other prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereof, hereof and (b) are thereof and is not intended to and shall not confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder, except as set forth in Section 5.9.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among between the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent the Company and the Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): herein and therein) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties between Seller and Purchaser with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof, of this Agreement and (b) are except for the provisions of Article II, Sections 5.4 and 5.5, is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 7.07, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute Transaction Documents constitutes the entire agreement of the Parties relating to the matters contained herein, and supersede all prior contracts, agreements, negotiationsrepresentations, arrangements and warranties or understandings, both written and oralwhether oral or written, among the parties with respect relating to the subject matter hereofmatters contained herein. Except as provided in Article 10, and (b) are this Agreement is not intended to confer upon any person other than Parent and Stockholder Person not a party hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): herein and therein) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 6.8, is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 6.2(b) and 6.3(b).

Entire Agreement; No Third-Party Beneficiaries. This ---------------------------------------------- Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of Section 3(c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among between the parties Parties with respect to the subject matter hereof, and (b) are except as provided in Section 5.8(e), is not intended to confer upon any person Person other than Parent and Stockholder the Parties any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the which shall be deemed to include all documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ), the Confidentiality Agreement, and the Transaction Documents (a) constitute the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, the documents and the instruments referred to herein): ), (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person or entity other than Parent and Stockholder the parties hereto any rights or remedies hereunder; provided that the Company is an intended third-party beneficiary of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits hereto, and other documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 6.14 is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to other agreements referenced herein): , (a) constitute the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) are not intended to confer upon any person Person other than Parent the parties hereto and Stockholder thereto any rights or remedies hereunder(other than the Released Parties).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, which for all purposes shall be deemed to include all exhibits, schedules and certificates delivered pursuant to the documents and the instruments referred to herein): (a) constitute terms hereof, constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement, and (b) are is not intended to confer upon any person Person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than the Parent and Stockholder the Unitholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) except for the provisions of Section 5.8, are not intended to confer upon any person Person, other than Parent and Stockholder the parties, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------- (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): , including, for the avoidance of doubt, the Merger Agreement, the Escrow Agreement Amendment, the Revenue Sharing Agreement and the Registration Rights Agreement) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereofof this Agreement, and (bii) are is not intended to confer upon any person other than Parent the parties hereto (and Stockholder the persons specified as proxies in Section 3) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents documents, exhibits and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements and understandingsunderstandings and communications, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder.,

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreementsrepresentations, warranties, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements and contemporaneous agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunderherein.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person Person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent the Company and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement; and (b) are not intended to confer upon any person Person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder; provided, however, that legal counsel for the parties hereto may rely upon the representations and warranties contained herein and in the certificates delivered pursuant to Sections 6.2(c) and 6.3(c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement ----------------------------------------------- (including the documents and the instruments referred to herein): (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof and (bii) are is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofof this Agreement (including the Exclusivity Letter dated February 12, 2003) and (b) except for the provisions of Section 5.9, are not intended to confer upon any person Person, other than Parent and Stockholder the parties, any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the and all documents and the instruments referred to herein): (a) herein constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents exhibits and schedules hereto), the Settlement Agreement and the instruments referred to herein): (a) Nondisclosure Agreement constitute the entire agreement agreement, and supersede all other prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among between the parties parties, or any of them, with respect to the subject matter hereofhereof and thereof and, and (b) are except for the provisions of Section 2.1(a), is not intended to and shall not confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements and contemporaneous agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) are is not intended to confer upon any person Person other than Parent the parties hereto and Stockholder their respective successors and permitted assigns any rights or remedies hereunderremedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the documents and the instruments referred to herein): , (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (bii) are except for the provisions of Section 5.7 is not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunder.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement ---------------------------------------------- (including the documents and the instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent the Company and Stockholder any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, of this Agreement and (bii) are is not intended to confer upon any person other than Parent the parties hereto (and Stockholder their respective successors and assigns) any rights or remedies hereunderremedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereofhereof and thereof, and (b) except as provided in Section 6.11 hereof, are not intended to confer upon any person other than Parent the parties hereto and Stockholder thereto any rights or remedies hereunderhereunder or thereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Sections 5.5 and 5.10 hereof is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, the other Transaction Documents (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunderhereunder other than the rights of the Stockholders to receive the consideration specified in Article I of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement and (b) except for the provisions of Article II and Section 5.5, are not intended to confer upon any person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.

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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including including, without limitation, Client’s AccuSource application paperwork and all Exhibits hereto, which are hereby incorporated by reference and included in the documents definition of “Agreement”) sets forth the final and the instruments referred to herein): (a) constitute the entire complete agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among between the parties with respect to the subject matter hereof, supersedes any prior or contemporaneous written or verbal discussions, and (b) are except as otherwise expressly set forth in this Agreement is not intended to confer upon any person other than Parent and Stockholder rights, remedies or claims to any rights or remedies hereunderthird- party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are except as provided in Section 6.13 is not intended to confer upon any person other than Parent and Stockholder the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein): ) (a) constitute constitutes the entire agreement agreement, and supersede all prior agreements, negotiations, arrangements agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, of this Agreement; and (b) except for the provisions of Article II and Section 5.4, are not intended to confer upon any person Person other than Parent and Stockholder the parties any rights or remedies hereunderremedies.