Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement ------------------------------------------------------- and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided; and (c) are not intended to, and shall not be construed as, conferring upon any person other than the parties hereto any rights or remedies.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Digital Disclosure Schedule and the Parent Agile Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a)-(d) and 8.4(f), 1.7-1.9, 5.10, 5.12, 5.13 and 5.17; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the SchedulesCompany Disclosure Schedule, including the Company Parent Disclosure Schedule and the Parent Disclosure Schedule other Schedules (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a), (c), (d), (f) and 8.4(g), 1.7, 1.9, 1.12, 5.11, 5.12 and 5.18; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, effect and shall survive any termination of this Agreement or the Closing, Closing in accordance with its terms; (b) except as specifically provided herein, are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided; provided, however, that Acquiror shall have the right to assign this Agreement together with any related agreements and documents to any person or entity acquiring it or otherwise succeeding to its interest by merger, consolidation or otherwise.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, Exhibits and Schedules (including the Company OSI Disclosure Schedule Letter and the Parent LRC Disclosure Schedule Letter) (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, effect and shall survive any termination of this Agreement or the Closing, Closing in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4Section 5.13; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Buyer Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the SchedulesCompany Disclosure Schedule, including the Company Parent Disclosure Schedule and the Parent Disclosure Schedule other Schedules (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a), (e), (f) and 8.4(g), 1.7, 1.9, 1.11, 5.10, 5.11 and 5.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedulesexhibits and schedules hereto, including the Company HOVRS Disclosure Schedule and the Parent Acquirer Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 6.9 hereunder and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.41.6(a)-(c), 1.7. 1.8, 1.11; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Autoweb Disclosure Schedule and the Parent Autobytel Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a)-(d) and 8.4(f), 1.7, 5.12, 5.14, 5.15 and 5.18; and (c) ------------------- --- --- ---- ---- ---- ---- shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule Letter and the Parent Acquiror Disclosure Schedule Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a)-(c) and 8.4(f), 1.8-1.10, 5.11, 5.13 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, hereto (including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Buyer Disclosure Schedule Schedule) (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including the LOU xxx except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedulesexhibits and schedules hereto, including the Company SSDI Disclosure Schedule and the Parent Nayna Disclosure Schedule Schedxxx: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 hereunder and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoare the product of all parties hereto and thereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Disclosure Schedule (a) constitute the entire agreement among the between such parties with respect pertaining to the subject matter hereof and supersede thereof, and merge all prior agreements negotiations and understandings, both written and oral, among drafts of the parties with respect regard to the subject matter hereof, transactions contemplated herein and therein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions: (a) are expressly canceled except for the provisions of the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; terms (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a) and 8.4(d)-(e), 1.7, 1.9-1.11, 5.10 and 5.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Appendices, Exhibits, the Schedules, including the Company Seller Disclosure Schedule and the Parent Purchaser Disclosure Schedule Schedule, (a) constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant are the product of all of the parties hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Disclosure Schedule (a) constitute constitutes the entire agreement among the between such parties with respect pertaining to the subject matter hereof and supersede thereof, and merge all prior agreements negotiations and understandings, both written and oral, among drafts of the parties with respect regard to the subject matter hereof, transactions contemplated herein and therein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions: (a) are expressly canceled except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedwithout the written consent of the other party.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Forte Disclosure Schedule and the Parent Genesys Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4Article VII; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company CrossComm Disclosure Schedule Letter and the Parent Olicom Disclosure Schedule Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof (except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms); (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a)-(c), (e), (f) and 8.4(h), 1.7-1.9, and 5.11-5.16; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule Acacia Schedules and the Parent Disclosure Schedule Rosetta Schedules (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a) and 8.4(e), 1.7, 1.8, 1.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This ------------------------------------------------------- Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Alive Disclosure Schedule and the Parent Xxxxxxxx.xxx Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4hereunder (other than the Alive Indemnitees); and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedulesexhibits and schedules hereto, including the Company Disclosure Schedule and the Parent Disclosure Schedule Schedule: (a) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, hereof except for the Confidentiality Agreement, which except as set forth in Section 6.4 shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) except as expressly provided herein, are not intended to confer upon any other person Person any rights or remedies hereunder, except as set forth in Sections 6.9 hereunder and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.without the written consent of the other party. 10.4

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule, the Acquiror Disclosure Schedule and the Parent Disclosure Schedule Restructuring Agreement (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4Section 1.6; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company ENI Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingEffective Time, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.5 (a)-(c) and 8.4(e), 1.6. 1.8, 1.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Target Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 1.6(a)-(c) and 8.4(g), 1.7. 1.8, 1.12; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements -------- specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Company Disclosure Schedule and the Parent Acquiror Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; , (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided, and (d) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the Exhibitsexhibits attached hereto, the Schedules, including the Company Disclosure Schedule and the Parent Disclosure Schedule Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement and the Letter Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the ClosingAgreement, in accordance with its terms; , (b) are not intended to confer confer, and shall not be construed as conferring, upon any Person other person than the parties hereto any rights or remedies hereunder, except as set forth in Sections 6.9 and 8.4; hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically providedprovided herein.