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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including any Exhibits), the Exhibits and Schedules hereto) Company Disclosure Schedule, the Parent Disclosure Schedule, the Company Confidentiality Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (and the other Transaction Agreements, including the Exhibits and Schedules hereto) hereto and the Confidentiality Agreement thereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof and thereof.

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

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oralagreements or representations, by or among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits Schedules and Schedules heretoExhibits) and the Confidentiality Agreement constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreements, which shall survive the execution and thereofdelivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) Agreement, and the other Transaction Agreements, together with the Confidentiality Agreement Agreements, constitute the entire agreement, agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written oral and oralwritten, among between the parties hereto with respect to the subject matter hereof and thereofof this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (Agreement, including the Exhibits and Schedules schedules hereto) , and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreement, which shall survive the execution and thereofdelivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and ---------------------------------------------- Agreement, the Confidentiality Agreement and the Exhibits, Schedules and disclosure letters and the other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) ), the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits Schedules and Schedules heretoExhibits) and the Confidentiality Agreement constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a1) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules heretoDisclosure Letters) and the documents and instruments and other agreements, in each case, among the Parties as contemplated by or referred to herein, the Confidentiality Agreement and the Commitment Letter constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between or among the parties Parties or their Affiliates with respect to the subject matter hereof and thereofMerger.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Schedules and Exhibits and Schedules hereto) and the Confidentiality Agreement constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreement, which Confidentiality Agreement shall survive the execution and thereofdelivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) Exhibits, the Parent Disclosure Letter and the Confidentiality Agreement constitute Company Disclosure Letter) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, other than the Confidentiality Agreement, which shall survive the execution and thereofdelivery of this Agreement and shall terminate in accordance with its terms, or if the Closing occurs, as set forth in Section 5.2(b).

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties Parties with respect to the subject matter hereof of this Agreement and thereofthe Confidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This ---------------------------------------------- Agreement and the Confidentiality Agreement (including the Exhibits and Schedules hereto) documents and the Confidentiality Agreement instruments referred to herein and therein) constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including and the Confidentiality Agreement) and the Exhibits and Schedules hereto) disclosure schedules and the Confidentiality Agreement other agreements and instruments of the Parties delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof hereof. The Confidentiality Agreement remains in full force and thereofeffect in accordance with its terms, except for paragraph 9 thereof which is superseded in its entirety by the provisions of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) ---------------------------------------------- This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement 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, among the parties or any of them with respect to the subject matter hereof and thereofthereof (provided that the provisions of this Agreement shall supersede any conflicting provisions of the Confidentiality Agreement).

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement Agreements constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits documents and Schedules heretothe instruments referred to herein) and the Confidentiality Agreement constitute the entire agreement, agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written oral and oralwritten, among between the parties hereto with respect to the subject matter hereof and thereofof this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits Schedules and Schedules heretoExhibits) and the Confidentiality Agreement constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, which shall survive the execution and thereofdelivery of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute schedules and attachments to the foregoing) constitutes the entire agreement, agreement of the parties hereto and supersede all prior agreements and understandings, both written and oral, among the such parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof; provided, however, if the Agreement and the Confidentiality Agreement conflict, this Agreement shall control.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreement (including and the Exhibits and Schedules hereto) disclosure schedules and the Confidentiality Agreement other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits exhibits, annexes and Schedules heretoschedules to this Agreement) and the Confidentiality Agreement Agreement, which shall survive the execution and delivery of this Agreement, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (and the Ancillary Agreements, including the Exhibits all exhibits and Schedules hereto) schedules attached hereto and thereto and the Confidentiality Agreement constitute the entire agreement, agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereofdoes not, and is not intended to, confer upon any Person any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and Agreement, the Confidentiality Agreement and the Exhibits, Schedules and disclosure schedules and the other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oraloral (including but not limited to the Exclusivity Agreement), among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreement (including the Exhibits and Schedules hereto) and the Confidentiality exhibits and schedules to this Agreement and the other agreements and instruments of the parties delivered in connection with this Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofof this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits Company Disclosure Letter and Schedules the exhibits hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and thereofthe Confidentiality Agreement, provided that the Confidentiality Agreement shall survive the execution and delivery of this Agreement but shall terminate and be of no further force or effect at and after the Effective Time.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including any Exhibits), the Exhibits and Schedules hereto) and Company Disclosure Schedule, the Confidentiality Agreement and the Commitment Letter constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and ), the Company Support Agreements, the Parent Support Agreements, the Confidentiality Agreement Agreement, and any document delivered by the Parties in connection herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreement, the other Transaction Agreements, the Lane/GBC Tax Allocation Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement exhibits and schedules hereto and thereto and the other agreements and instruments of the parties delivered in connection herewith and therewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreements, the Exclusivity Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement Exhibits, Schedules and disclosure schedules and the other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Schedules, Exhibits and Schedules heretoAnnexes) and the Confidentiality Agreement constitute constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits documents and Schedules hereto) instruments referred to herein), the Option Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.of this Agreement and

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oralagreements or representations, among between the parties Parties with respect to the subject matter hereof and thereofhereof; provided, however, that the provisions of this Agreement shall supersede any conflicting provisions of the Confidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits exhibits, annexes and Schedules hereto) schedules to this Agreement), the Company Undertakings, the Parent Voting Agreements and the Confidentiality Agreement Agreement, which shall survive the execution and delivery of this Agreement, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement Agreements constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Confidentiality Agreement (including and the Exhibits and Schedules hereto) disclosure schedules and the Confidentiality Agreement other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto, with respect to the subject matter hereof and thereofhereof, including without limitation, the Letter of Intent dated April 10, 2007.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the Exhibits and Schedules hereto) and Non-Solicit Agreement, the Confidentiality Agreement and the exhibits and schedules hereto and the other agreements and instruments of the parties delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the Exhibits and Schedules hereto) Confidentiality Agreement, the Voting Agreements and the Confidentiality Agreement Employment Agreements constitute the entire agreement, and supersede all prior agreements and understandings, both written and oralagreements or representations, by or among the parties hereto with respect to the subject matter hereof and thereofhereof; provided, however, the provisions of this Agreement shall supersede any conflicting provisions of the Confidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules heretoSchedules) and the Confidentiality Agreement constitute constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and Agreement, the Confidentiality Agreement Agreements and all documents and instruments referred to herein constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, together with the Disclosure Schedule and the Exhibits and Schedules hereto) , and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, shall inure to the benefit of each of the parties and their respective successors and permitted assigns and is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Schedules and Exhibits and Schedules hereto) ), together with the Confidentiality Agreement, the Commitment Letters, and the Confidentiality Agreement constitute Sponsor Guarantees contain the entire agreement, complete agreement between the parties hereto with respect to the transactions contemplated hereby and thereby and supersede all prior agreements and understandings, both written and oral, among understandings between the parties hereto with respect to the subject matter hereof and thereofthereto.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules heretoDisclosure Letters) and the documents and instruments and other agreements, in each case, among the Parties as contemplated by or referred to herein, and the Confidentiality Agreement constitute the entire agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between or among the parties Parties or their Affiliates with respect to the subject matter hereof and thereofMerger.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) Agreement, and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof and thereofof this Agreement. Without limiting the generality of the foregoing, this Agreement confirms the mutually agreed termination of the Existing Agreement without any liability among the parties thereto.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (Agreement, including the Exhibits and Schedules schedules hereto) , and the Confidentiality Agreement constitute the entire agreement, understanding of the Parties with respect to the subject matter contained herein and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof and thereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the Exhibits and Schedules hereto) Confidentiality Agreements and the Confidentiality Agreement other agreements of the parties referred to herein constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits and Schedules hereto) and the Confidentiality Agreement Exhibits, Schedules and disclosure schedules and the other agreements and instruments of the parties hereto delivered in connection herewith constitute the entire agreement, agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Schedules and Exhibits and Schedules hereto) and , the Confidentiality Agreement constitute and the other documents and instruments referred to herein) constitutes the entire agreement, agreement and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereofhereof.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including Agreement, the Exhibits exhibits and Schedules schedules hereto) , the Landmark Disclosure Letter, the Supplemental Disclosure Letter, the Transaction Agreements, and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement and thereofare not intended to confer upon any Person other than the parties any rights or remedies hereunder.