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 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 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 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. 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 Agreement, together with the ExhibitsAncillary Agreements, the Confidentiality Agreement, the exhibits, the Disclosure Schedules and the Company Disclosure Letter)other documents delivered pursuant hereto, 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 Agreementhereof (provided, and (b) except for however, that the provisions of Section 7.9 (which, from the Confidentiality Agreement will remain valid and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are in effect) and is not intended to confer upon any Person other than the Parties hereto any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (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 among the parties and supersede supersedes all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter hereof, including any confidentiality agreement entered into between the parties or their Affiliates prior to the date hereof with respect to the sale of this Agreement, the Business 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 other than the Parties hereto 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 (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, 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 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 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 (Agreement, including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee : (ai) 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 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 is intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the Indemnified Parties), are not intended intention of the parties to confer third party beneficiary rights, and this Agreement does not confer any such rights, upon any Person other than the Parties hereto any rights or remediesthird party.

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 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 and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute This Agreement 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, and hereof. (b) except for the provisions of Except as set forth in Section 7.9 (which2.1(b) hereof, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any no Person other than the Parties parties hereto is an intended beneficiary of this Agreement or any rights or remediesportion hereof. For greater certainty, Section 2.1(b) hereof shall inure to the benefit of, and shall be enforceable against the parties hereto by, Company.

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 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 Agreement, together with the Exhibits, Schedules and the Company Disclosure Letter)Investment Agreement, the Confidentiality LLC Agreement, the Exchange Agreement and the Guarantee (a) Registration Rights Agreement, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between understanding among the Parties parties with respect to the subject matter of this Agreementhereof and thereof, and supersedes all prior agreements or arrangements (b) except for the provisions of Section 7.9 (which, from written and after the Company Merger Effective Time shall be for the benefit of the Indemnified Partiesoral), are including any prior representation, statement, condition or warranty between the parties relating to the subject matter hereof and thereof. This Agreement is not intended to confer upon to, and does not, provide or create any rights or benefits of any Person other than the Parties parties hereto any rights or remediesand their successors and permitted assigns.

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 (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 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 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 ExhibitsAnnexes hereto, Schedules and the Company Disclosure Letter)Schedule, the Confidentiality Agreement and the Guarantee Equity Award Letter Agreements (a) constitute the entire agreement agreement, and supersede all other prior agreements and understandings, both written and oral, between among the Parties parties, or any of them, with respect to the subject matter of this Agreement, hereof and thereof and (b) except for the provisions of Section 7.9 (which5.6, from Indemnification and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties)Insurance, hereof are 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 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. 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 2.7(c) shall not limit or supersede the Stockholder Written Consent, 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 the Exhibits, 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 the Parties Company and the Holder with respect to the subject matter of this Agreement, and (b) except for hereof. The parties hereto acknowledge that there have been no prior agreements with respect to the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit solicitation of the Indemnified Parties), are Warrant or the acquisition thereof. This Agreement 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 (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 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 (Agreement, including the Exhibits, Schedules all exhibits and the Company Disclosure Letter)schedules attached hereto, the Confidentiality Joint Issues Agreement and the Guarantee (a) other agreements referenced herein, constitute the entire agreement and supersede any and all other prior agreements and understandingsundertakings (including the Confidentiality Agreement), both written and oral, between the Parties parties hereto, or either of them, with respect to the subject matter of this Agreementhereof and does not, 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 to, confer upon any Person other than the Parties parties hereto and those Persons identified in Section 6.9 and 6.10 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 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 and the Company Disclosure Letter), together with the Confidentiality Agreement and the Guarantee documents and instruments delivered by the Parties pursuant to this Agreement): (a) constitute constitutes the entire agreement and supersede supersedes all other prior agreements and understandings, both written and oral, between among the Parties with respect to the subject matter of this Agreement, hereof; and (b) except for the provisions of Section 7.9 (whichas provided in Sections 5.2 and 5.7, from and after the Company Merger Effective Time shall be is solely for the benefit of the Indemnified Parties)Parties and their respective successors, are legal representatives and assigns and does not intended to confer upon on any other Person other than the Parties hereto any rights or remediesremedies hereunder.

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 documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (ainstruments referred to herein) constitute constitutes the entire agreement agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, between among the Parties parties and their Affiliates, or any of them, 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 hereof. This Agreement 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 that Parent shall be a third-party beneficiary of, and shall be entitled to enforce, the provisions of Article III hereof.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the documents and instruments referred to herein or delivered pursuant hereto, including Exhibits, Schedules (including the Exhibits, Schedules Disclosure Schedule) and the Company Disclosure Letter), the Confidentiality Agreement between the Company and the Guarantee Parent (ai) constitute the entire agreement agreement, and supersede all prior agreements and understandings, both written and oral, between among the Parties with respect to the subject matter of this Agreement, Agreement and (bii) except for the provisions of Article 2, and Section 7.9 (which, from and after the Company Merger Effective Time shall be for the benefit of the Indemnified Parties)5.6, 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 (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 the Exhibits, Schedules exhibits and the Company Disclosure Letterletters hereto), the Support Agreements 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 hereof and thereof and, except as set forth in Section 6.9 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 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)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 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 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 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 (Agreement, including the Exhibits, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee : (ai) 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 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 is intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the Indemnified Parties), are not intended intention of the parties to confer third party beneficiary rights, and this Agreement does not confer any such rights, upon any Person other than the Parties hereto any rights or remediesthird party.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including together with the Exhibitswritten agreements, Schedules and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (acertificates referred to herein or delivered pursuant hereto) 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 hereof. Except as provided in Article IX, this Agreement, and (b) except Agreement is for the provisions of Section 7.9 (which, from and after the Company Merger Effective Time shall be for the sole benefit of the Indemnified Parties), are Parties and their permitted assigns and is not intended to confer upon any other Person other than (including any employee of the Parties hereto Acquired Companies) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including the ExhibitsDisclosure Schedule, Schedules the exhibits hereto, the documents and instruments relating to the Company Disclosure Letter), Transactions referred to herein and the Confidentiality Agreement and the Guarantee (a) constitute the entire 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), are not intended to and shall not be construed to confer upon any Person Person, other than the Parties parties hereto any rights rights, benefits, privileges or remediesremedies 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), 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 Agreement, together with the Other Agreements (including the Exhibits, Schedules and the Company Disclosure LetterExhibits and Schedules hereto and thereto), the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement of the parties with respect to the subject matter hereof, and (with the exception of the Merger Agreement and the other agreements contemplated therein) supersede all prior agreements and understandings, both written and oral, between among the Parties parties with respect to the subject matter of this AgreementAgreement and the Other Agreements and, 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)with respect to Parent, 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 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 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 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 exhibits and schedules hereto and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (aAgreement) 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 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 PartiesCovered Persons), 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 (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 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 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 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.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (Agreement, including all exhibits hereto, the ExhibitsDisclosure Schedule, Schedules the Limited Guarantee, the other Transaction Documents and the Company Disclosure Letter), the Confidentiality Agreement and the Guarantee (a) constitute the entire agreement and supersede any and all other prior agreements and understandingsundertakings, both written and oral, between or among the Parties with respect to the subject matter of this Agreementhereof and thereof and do not, 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 to, confer upon any Person (other than the Parties hereto Purchaser, the Sellers and the Indemnified Individuals) any rights or remediesremedies hereunder.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the ExhibitsAgreement, Schedules and taken together with the Company Disclosure Letter), the Confidentiality Agreement Letter and the Guarantee Option Agreement, (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, Transactions and (b) except for the provisions of Article II and ---------- 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 any rights rights, remedies, obligations or remediesliabilities.

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 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 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.