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

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (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 Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), 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 Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein) (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, hereof and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and, as provided in Section 4, the Company Releasees and the Shareholder Releasees, who shall be third party beneficiaries hereof) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules Exhibit A and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (aExhibit B hereto) constitute constitutes 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 Agreementhereof between the parties, and (b) except for supersedes all other prior agreements, understandings and undertakings among the provisions parties hereto or any of Section 7.9 (which, from and after their Affiliates with respect to the Company Merger Effective Time shall be for subject matter hereof between the benefit of the Indemnified Parties), are parties. This Agreement is not intended to to, and does not confer upon any Person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between the Parties parties with respect to the subject matter hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement, and (b) except for the provisions of as provided in Section 7.9 (which5.9(d) or as otherwise provided herein, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the Exhibits, Schedules and the Company Disclosure Letter)Schedule, the exhibits hereto, the documents and instruments relating to the Transactions referred to herein, the Sale and Support Agreement and the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement agreement, and supersede 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 for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), 6.8 are not intended to and shall not confer upon any Person other than the Parties parties hereto any rights rights, benefits or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the ExhibitsCompany Disclosure Letter and the Parent Disclosure Letter, and the Schedules and the Company Disclosure Letter), the Confidentiality Agreement Exhibits attached hereto) and the Guarantee (a) other agreements and instruments referred to herein constitute the entire agreement 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. This Agreement, and other than Section 5.04 (b) except for with respect to which the provisions of Section 7.9 (which, from and after the Company Merger Effective Time Indemnified Parties shall be for the benefit of the Indemnified Partiesthird-party beneficiaries), are is not intended to confer upon any Person other than the Parties hereto parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter hereof, other than the Confidentiality Agreement which shall survive the execution and delivery of this Agreement, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), 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 Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein or therein) (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, understandings (both written and oral, between ) among the Parties parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer any rights or remedies upon any Person other than the Parties hereto parties hereto. For the avoidance of doubt, this Section 2.10(c) shall not limit or supersede the Merger Agreement or any rights exhibits, schedules or remediesother documents attached thereto or contemplated thereby. The Company is an express third-party beneficiary of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, and (b) except for the provisions of Section 7.9 (whichNondisclosure Agreement, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns, and including any Investor made a party hereto in accordance with Section 8.08) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (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, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.04, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibit and Schedule hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.06, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement and supersede supersedes all other prior agreements and understandingsagreements, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, hereof and (b) except (i) for the provisions of Investors, who are intended third party beneficiaries solely with respect to Section 7.9 2.2, (whichii) the Other Professionals, from who are intended third party beneficiaries solely with respect to Article V, (iii) each Principal’s Group, and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties)(iv) as provided in Section 5.8, are Section 7.1 and Section 7.2, is not intended to confer upon any Person Person, other than the Parties hereto parties hereto, any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the Exhibits, Schedules and the Company Disclosure Letter)Acquisition Agreement, the Confidentiality Agreement and the Guarantee (a) constitute any other agreement expressly contemplated herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between the Parties parties or their affiliates with respect to the subject matter hereof. Except as expressly set forth in Section 3.08, no provision of this Agreement, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time Agreement shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules exhibits and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (aschedules hereto) constitute constitutes the entire agreement 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 Agreementhereof and thereof and, and (b) except for the provisions of Section 7.9 6.9 (which, from and after the Company Merger Effective Time which shall be for the benefit of the Indemnified Parties) and Section 9.5(b) (which shall be for the benefit of the Parent Parties and the Company Parties), are is not intended to and shall not confer upon any Person person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ai) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties parties, with respect to the subject matter of this Agreement, hereof and thereof and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer confer, nor shall it confer, upon any Person other than the Parties parties hereto any rights or remediesremedies or benefits of any nature whatsoever, except as expressly set forth in Section 8(a)(v), Section 13(g) and Section 13(l).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer confer, nor shall it confer, upon any Person other than the Parties parties hereto any rights or remediesremedies or benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(c) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, the Exhibits, Schedules Company Letter and the Company Disclosure Letter), the Confidentiality Exhibit and Schedules to this Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are 5.05 is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the Exhibits, Schedules Exhibits attached hereto and the Company Disclosure Letter)certificates, the Confidentiality Agreement documents, instruments and the Guarantee (a) constitute writings that are delivered pursuant hereto, constitutes the entire agreement and supersede understanding of the Parties in respect of its subject matter and supersedes all prior agreements and understandings, both agreements, or representations by or among the Parties, written and or oral, between to the Parties with respect extent they relate in any way to the subject matter of hereof or the transactions contemplated hereby. Except as contemplated by Section 2.4 hereof, there are no third party beneficiaries having rights under or with respect to this Agreement, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), 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 Exhibits, Schedules a) together with any Exhibit hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties hereto with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.06, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which6.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, taken together with the ExhibitsExhibits hereto, Schedules and the Company Disclosure Letter), Letter and the Confidentiality Agreement and the Guarantee Agreement, (a) constitute the entire agreement agreement, and supersede all prior agreements and understandings, both written and oral, between among the Parties parties hereto with respect to the subject matter of this Agreement, Transactions and (b) except for the provisions of Section 7.9 6.07 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified PartiesTime), Section 9.11(d) and Section 9.12, are not intended to confer upon any Person person other than the Parties parties hereto any rights or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules a) together with any Exhibit hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and the Stockholders Agreements, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement Agreement, together with the other documents and certificates delivered pursuant hereto, (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer confer, nor shall it confer, upon any Person other than the Parties parties hereto any rights or remediesremedies or benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(c) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letterinstruments referred to herein), the Confidentiality Agreement Agreement, and the Guarantee Transaction Documents (a) constitute the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreementhereof, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person person other than the Parties parties hereto (including without limitation any Synchrologic employees) any rights or remediesremedies hereunder. Notwithstanding the foregoing, the Former Synchrologic Shareholders shall be deemed to be third party beneficiaries of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules exhibits and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (aschedules hereto) constitute constitutes the entire agreement agreement, and supersede supersedes 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 Agreementhereof and thereof and, and (b) except for the provisions of Section 7.9 Article II (which, from and after the Effective Time, shall be for the benefit of holders of the Common Stock, Company Merger Stock Options, Warrants or Non-Plan Options as of the Effective Time Time) and Section 5.9 (which shall be for the benefit of the Indemnified Partiesparties referred to therein), 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 ExhibitsAgreement, Schedules together with and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee Related Documents (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties parties with respect to the subject matter of this Agreement, hereof and thereof and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person other than the Parties parties hereto and thereto any rights or remediesremedies hereunder (except that the Purchaser Indemnified Persons are intended to be third party beneficiaries of Article VIII hereof); provided that this Agreement shall not supersede or in any way modify the terms of the Confidentiality Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the ExhibitsExhibits hereto, Schedules the Company Letter and the Company Disclosure Parent Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement and, except as expressly set forth herein, supersedes any and supersede 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 Agreementhereof and, and (b) except for the provisions of Section 7.9 6.7 (whichIndemnification, from Directors' and after the Company Merger Effective Time shall be for the benefit of the Indemnified PartiesOfficers' Insurance), are is not intended to confer upon any Person person other than XxxXxxxx, Xxx Group, and, after the Parties hereto Effective Time, their respective stockholders, any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibitsdocuments, Schedules exhibits, schedules and the Company Disclosure Letterinstruments referred to herein), taken together with the Confidentiality Agreement and the Guarantee Voting and Support Agreement, (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of Mergers and the other transactions contemplated by this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which8.4, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person other than the Parties hereto parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules a) together with any Exhibit hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and the Shareholder Agreements, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the ExhibitsCompany Disclosure Letter and the Parent Disclosure Letter, and the Schedules and the Company Disclosure Letter), the Confidentiality Agreement Exhibits attached hereto) and the Guarantee (a) other agreements and instruments referred to herein constitute the entire agreement 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. This Agreement, and other than Section 4.04 (b) except for with respect to which the provisions of Section 7.9 (which, from and after the Company Merger Effective Time Indemnified Parties shall be for the benefit of the Indemnified Partiesthird-party beneficiaries), are is not intended to confer upon any Person other than the Parties hereto parties any rights or remedies.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between the Parties parties with respect to the subject matter hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement, Agreement in accordance with its terms and (b) except for the provisions of as provided in Section 7.9 5.5 (which, from and after the Company Merger Effective Time shall be which is intended for the benefit of only the Indemnified Partiespersons specifically named therein), are is not intended to confer upon any Person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules exhibits and the Company Disclosure Letterschedules hereto), the Written Consent and Voting Agreement, the Equity Commitments and the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement 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) except thereof. Except for the provisions of Section 7.9 (which5.12 hereof, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are this Agreement is not intended to and shall not confer upon any Person person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between the Parties parties with respect to the subject matter hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this AgreementAgreement to the extent provided in Section 6.2(b), and (b) except for the provisions of Section 7.9 6.9 (which, from Indemnification; Directors' and after the Company Merger Effective Time shall be for the benefit of the Indemnified PartiesOfficers' Insurance), are is not intended to confer upon any Person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the ExhibitsExhibits and Disclosure Letters hereto, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute represents the entire agreement and supersede all prior agreements and understandings, both written and oral, between understanding of the Parties hereto with respect reference to the subject matter of transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made. Except for Section 5.12, which confers rights on the Parties described therein, nothing in this Agreement, and (b) except for the provisions of Section 7.9 (whichexpress or implied, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not is intended to confer upon any Person person, other than the Parties hereto or their respective successors, any rights rights, remedies, obligations or remediesliabilities of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules a) together with any Exhibit hereto and the Company Disclosure Letter)Schedule, the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties hereto with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.06, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter)Schedule, the Confidentiality Agreement and the Guarantee (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 Agreements, and (b) except for the provisions of Section 7.9 (which6.4, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person other than the Parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the ExhibitsExhibits attached hereto, Schedules and the Merger Agreement, the Company Disclosure Letter), the Parent Disclosure Letter, the Confidentiality Agreement Agreement, the Equity Commitment Letter and the Guarantee (a) constitute Guarantee, constitutes the entire agreement 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 (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are thereof. This Agreement is not intended to and shall not confer upon any Person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules a) together with any Exhibit hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter)instruments referred to herein, which are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein) and the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties hereto with respect to the subject matter of this Agreementhereof, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the Exhibitsdocuments and instruments referred to herein, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, hereof and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties hereto parties any rights or remediesremedies hereunder; provided, however, that legal counsel for the Sellers hereto may rely upon the representations and warranties of the respective Sellers contained herein and in the certificates delivered pursuant to Sections 5.3(b) and (c).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which5.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (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 Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), 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 a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter)Schedule, the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which6.05, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third-party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee instruments referred to herein) (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties, or any of them, with respect to the subject matter of this Agreementhereof, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto and the Designated Company Stockholders represented by the Representative any rights or remediesremedies hereunder, other than the persons intended to benefit from the provisions of Article VIII, who shall have the right to enforce such provisions directly.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ainstruments referred to herein) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreementhereof, and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto any rights or remediesremedies hereunder, except with respect to the Confidentiality Agreements and Sections 5.08 and 5.09 (which are intended for the benefit of the persons referred to therein, and may be enforced by such persons).

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including Agreement, together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, and (b) except for the provisions of Section 7.9 Nondisclosure Agreement, and (which, from and after except with respect to the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are Indemnitees pursuant to Section 5.11) is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns, and including any Investor made a party hereto in accordance with Section 8.08) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which4.04, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer confer, nor shall it confer, upon any Person other than the Parties parties hereto any rights or remediesremedies or benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(f) of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement (including the Exhibits, Schedules Exhibits and Disclosure Letters) and the Company Disclosure Letter)documents and instruments and other agreements, in each case, among the Parties as contemplated by or referred to herein, the Confidentiality Agreement (except for paragraphs 4, 8, 9 and 10 of the Confidentiality Agreement), the Commitment Letters and the Limited Guarantee (a) constitute the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between or among the Parties or their Affiliates with respect to the subject matter of this Agreement, Offer and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person other than the Parties hereto any rights or remediesMerger.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ai) constitute constitutes the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer confer, nor shall it confer, upon any Person other than the Parties parties hereto any rights or remediesremedies or benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4.5 of this Agreement.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Disclosure Schedules and the Company Disclosure Letter), the Confidentiality Agreement Exhibits) and the Guarantee other Transaction Documents, (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreementhereof (including that certain Term Sheet, dated July 19, 2018, by and among Buyer, the Company and RHAS) and (b) except for the provisions of Section 7.9 (whichIndemnified Parties as provided in Article VII, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person (including any employee of the Company) other than the Parties hereto parties, any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including a) together with the Exhibits, Schedules Exhibits hereto and the Company Disclosure Letter)Schedule, the Confidentiality Agreement and the Guarantee (a) constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for the provisions of Section 7.9 (which6.5, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are is not intended to confer upon any Person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee Letter (a) constitute the entire agreement agreement, and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are 5.05 is not intended to confer upon any Person person other than the Parties parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third party beneficiaries or otherwise.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (aexhibits hereto) constitute constitutes the entire agreement agreement, and supersede all prior other agreements and understandings, both written and oral, between the Parties parties, or any of them, with respect to the subject matter of this Agreementhereof and thereof and, and (b) except for the provisions of Section 7.9 Article III (which, from and after the Company Merger Effective Time Time, shall be for the benefit of holders of Parent Shares or rights or options to acquire Parent Shares as of immediately prior to the Indemnified Parties), are Effective Time) is not intended to and shall not confer upon any Person person other than the Parties hereto parties any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute constitutes 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 hereof and thereof; except that the binding provisions of this Agreementthe Letter of Intent between the Company and Purchasers, dated August 2, 2005, shall survive in accordance with their terms and (b) except for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer any rights or remedies upon any Person other than the Parties parties hereto any rights or remediesand thereto.