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

Entire Agreement; Parties in Interest. (a) This Agreement (including the exhibits and schedules hereto), the Rollover and Contribution Agreement, the Financing Commitments, the Confidentiality Agreement and the Guaranty and Voting Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. (b) This Agreement will be binding upon and inure solely to the benefit of each Party and their respective successors, legal representatives and permitted assigns, and, except for the provisions of Section 5.8, which will be enforceable by the beneficiaries contemplated thereby, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except for the right of shareholders to receive the Merger Consideration under Article II following the Closing, and the Financing Sources and their respective successors, legal representatives and permitted assigns with respect to their respective rights under Section 7.3, Section 8.4, Section 8.5, Section 8.8 and Section 8.9. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that (i) the Company derives no contractual rights, whether as third party beneficiary or otherwise, under the Financing Commitments or any financing documents related to the Financing and will not be entitled to enforce the Financing Commitments or any document against any agent, arranger, bookrunner, lender, letter of credit issuer or other financing party that is a party to the Financing Commitments or any financing documents related to the Financing or its Affiliates (collectively, the “Financing Group”), (ii) the Company waives and agrees not to pursue any claim (including any claim under contracts, any claim in tort and any claim for specific performance) it may have against any member of the Financing Group with respect to the failure of the Financing to close, (iii) no member of the Financing Group shall have any liability of Parent or its Affiliates hereunder, and (iv) the members of the Financing Group will have no obligation to provide any Financing except in accordance with the terms and conditions of the Financing Commitments or any definitive agreements with respect to the Financing.

Entire Agreement; Parties in Interest. This Agreement and the Transaction Documents, including all the exhibits attached hereto and thereto, the Schedules, including the Company Disclosure Letter, (a) This Agreement (including the exhibits and schedules hereto), the Rollover and Contribution Agreement, the Financing Commitments, the Confidentiality Agreement and the Guaranty and Voting Agreement constitute the entire agreement, agreement among the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, parties hereto with respect to the subject matter hereof and thereof. (b) This Agreement will be binding upon and inure solely to the benefit of each Party and their respective successors, legal representatives and permitted assigns, andhereof, except for the provisions of Section 5.8Confidentiality Agreement, which will be enforceable by the beneficiaries contemplated therebyshall continue in full force and effect, nothing in this Agreement, express or implied, is intended to or and shall confer upon survive any other Person any rights, benefits or remedies of any nature whatsoever under or by reason termination of this Agreement, in accordance with its terms and (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except for that (v) the right Debt Financing Source Related Parties shall be express third party beneficiaries of shareholders and shall be entitled to rely upon the penultimate sentence of Section 8.5, the fifth sentence of Section 8.11, the proviso in the first sentence of Section 8.12, the last sentence of Section 8.12, Section 8.14 and clause (v) of this Section 8.8, and each Debt Financing Source Related Party may enforce such provisions, (w) the SL Investors shall be express third party beneficiaries of and shall be entitled to rely upon the last sentence of Section 8.5, the sixth, seventh and eighth sentences of Section 8.11 and this clause (w) of this Section 8.8 and each SL Investor may enforce such provisions, (x) Section 5.18 is intended to benefit the Company Indemnified Parties, and Company Indemnified Parties shall be express third party beneficiaries of and shall be entitled to rely upon Section 5.18, (y) Ropes shall be an express third party beneficiary of Section 8.3 and (z) the Non-Parties shall be express third party beneficiaries of and shall be entitled to rely upon Section 8.11). Notwithstanding the foregoing, it is hereby acknowledged and agreed by the parties hereto that each of the Company Securityholders is intended to be an express third-party beneficiary of the rights of such Person to receive the consideration set forth in Article I. The parties hereto acknowledge and agree that, prior to the Effective Time, each holder of Equity Interests of the Company will be a third-party beneficiary of this Agreement for the purpose of pursuing claims for damages (including damages based on the loss of the economic benefits of the Merger, including the loss of the premium offered to such holder) and, to the extent such damages are awarded by a court, enforcing such an award for and accepting damages under this Agreement in the event of a failure by Acquirer or Merger Consideration under Article II following Sub to effect the Closing, and Merger as required by the Financing Sources and their respective successors, legal representatives and permitted assigns with respect terms of this Agreement or Willful Breach by Acquirer or Merger Sub. The rights granted pursuant to their respective rights under Section 7.3, Section 8.4, Section 8.5, the immediately preceding sentence of this Section 8.8 and Section 8.9. Notwithstanding anything to the contrary contained in this Agreement, will be enforceable only by the Company acknowledges in its sole and agrees that (i) absolute discretion, on behalf of the Company derives no contractual rights, whether as third party beneficiary or otherwise, under the Financing Commitments or any financing documents related to the Financing and will not be entitled to enforce the Financing Commitments or any document against any agent, arranger, bookrunner, lender, letter of credit issuer or other financing party that is a party to the Financing Commitments or any financing documents related to the Financing or its Affiliates (collectively, the “Financing Group”), (ii) the Company waives and agrees not to pursue any claim (including any claim under contracts, any claim in tort and any claim for specific performance) it may have against any member of the Financing Group with respect to the failure of the Financing to close, (iii) no member of the Financing Group shall have any liability of Parent or its Affiliates hereunder, and (iv) the members of the Financing Group will have no obligation to provide any Financing except in accordance with the terms and conditions of the Financing Commitments or any definitive agreements with respect to the FinancingSecurityholders.

Entire Agreement; Parties in Interest. (a) This Agreement (including the exhibits and schedules hereto), the Rollover and Contribution Agreement, the Financing Commitments, the Confidentiality Agreement and the Guaranty documents and Voting Agreement instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all Exhibits, and the Company Disclosure Schedules, (i) constitute the entire agreement, agreement among the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, parties hereto with respect to the subject matter hereof and thereof. (b) This Agreement will be binding upon and inure solely to the benefit of each Party and their respective successors, legal representatives and permitted assigns, andhereof, except for the provisions of Section 5.8Confidentiality Agreement, which will be enforceable by the beneficiaries contemplated therebyshall continue in full force and effect, nothing in this Agreement, express or implied, is intended to or and shall confer upon survive any other Person any rights, benefits or remedies of any nature whatsoever under or by reason termination of this Agreement, except for the right of shareholders to receive the Merger Consideration under Article II following the Closingin accordance with its terms, and (ii) are not intended to confer, and shall not be construed as conferring, upon any Person other than the Financing Sources and their respective successors, legal representatives and permitted assigns with respect to their respective parties hereto any rights under Section 7.3, Section 8.4, Section 8.5, Section 8.8 and Section 8.9or remedies hereunder. Notwithstanding anything to the contrary contained herein, from and after the Effective Time, the holders of shares of Common Stock, Company RSUs, Company Options and Company Cash Payment Awards shall be third-party beneficiaries of the rights to receive the consideration set forth in this AgreementARTICLE I, the Indemnified Parties shall be third-party beneficiaries of Section 4.8, the Company acknowledges Related Parties shall be third-party beneficiaries of Section 6.3(d) and agrees that (i) Section 7.5, and the Company derives no contractual rights, whether as third Parent Related Parties shall be third-party beneficiary or otherwise, under the Financing Commitments or any financing documents related beneficiaries of Section 7.5. Notwithstanding anything to the Financing and will not be entitled to enforce the Financing Commitments or any document against any agent, arranger, bookrunner, lender, letter of credit issuer or other financing party that is a party to the Financing Commitments or any financing documents related to the Financing or its Affiliates (collectivelycontrary contained herein, the “Financing Group”), (ii) the Company waives and agrees not to pursue any claim (including any claim under contracts, any claim in tort and any claim for specific performance) it may have against any member of the Financing Group Debt Commitment Parties shall be third-party beneficiaries with respect to the failure Financing Source Provisions. For the avoidance of doubt, the Financing parties to close, (iii) no member of the Financing Group shall have any liability of Parent or its Affiliates hereunder, and (iv) the members of the Financing Group will have no obligation to provide any Financing except in accordance with the terms and conditions of the Financing Commitments or any definitive agreements with respect this Agreement may amend this Agreement prior to the FinancingClosing without the consent or approval of any third party beneficiaries designated under this Section 7.9.