Common use of Entire Agreement; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, taken together with the Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinSchedules hereto, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof; transactions and (b) are not intended to confer upon any person other person than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto Except as contemplated by or referred to otherwise expressly provided herein, this Agreement (including the Schedules hereto (ahereto) constitute constitutes the entire agreement among between the parties with respect to the subject matter hereof transactions contemplated hereby and supersede supersedes all prior agreements and understandings, both written and oral, among the parties arrangements or understandings with respect to the subject matter hereof; and (b) are not thereto, written or oral. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other person than the parties or their respective successors and permitted assigns, any rights rights, remedies, obligations, or remedies hereunder (except as specifically provided in liabilities under or by reason of this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (hereunder, except as specifically provided in this Agreement)Section 7.11.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) hereto, 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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its ------------------------------------------- Exhibits, and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including or such other documents that may be entered into by the Schedules hereto (a) parties referring to this Agreement, 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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein (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; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in hereunder. [The remainder of this Agreement)page has been intentionally left blank.]

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, (including the Schedules hereto and other agreements referred to herein) (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; hereof and (b) are except as expressly set forth in this Agreement, is not intended to and shall not confer upon any person or entity other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This The Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto ) (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; , and (b) except as provided in Section 7.07, are not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, including the Exhibits and the documents Schedules hereto, constitutes the entire agreement and instruments supersedes all other prior agreements and other agreements understandings, both oral and written, among the parties hereto as contemplated by or referred to hereinany of them, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof (except as contemplated otherwise by this Agreement) and supersede all prior agreements and understandingsneither this nor any document delivered in connection with this Agreement, both written and oral, among the parties with respect to the subject matter hereof; and (b) are not intended to confer confers upon any other person Person not a party hereto any rights or remedies hereunder (except as specifically provided in this Agreement).hereunder. [signature page follows]

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute This Agreement (including all exhibits and schedules hereto, and the Disclosure Schedule), together with the other Transaction Agreements, constitutes the entire agreement among of the parties Parties with respect to the subject matter hereof contained herein and supersede therein, and supersedes all prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among between the parties Parties with respect to the such subject matter hereof; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)matter.

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto ) (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; , and (b) except as provided in Section 6.07 and Section 6.08, are not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, including the Annexes, Exhibits and the documents Schedules hereto, constitutes the entire agreement and instruments supersedes all other prior agreements and other agreements understandings, both oral and written, among the parties hereto as contemplated by or referred to hereinany of them, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof (except as contemplated otherwise by this Agreement) and supersede all prior agreements and understandingsneither this Agreement nor any document delivered in connection with this, both written and oral, among the parties with respect to the subject matter hereof; and (b) are not intended to confer confers upon any other person Person not a party hereto any rights or remedies hereunder (except as specifically provided in this Agreement).hereunder. [signature page follows]

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto schedules attached hereto) (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are except as provided in Section 6.06, is not intended to confer upon any Person other person than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto Company Schedule and the Parent 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; and (b) except with respect to the Indemnified Parties under Section 5.10, are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinAgreement, including the Schedules hereto schedule hereto, (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; hereof and (b) are is not intended to confer upon any person other person than the parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein), including the Schedules Confidentiality Agreement entered into by Buyer and Sellers and the schedules attached hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof agreement, except as provided herein, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) except as provided herein, are not intended to confer upon any person other person than the parties hereto and their respective successors and assigns any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or specifically referred to hereinherein or delivered pursuant hereto, including the Schedules hereto Exhibits, the Schedules, the Target Disclosure Schedule and the 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; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This ------------------------------------------- Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto ): (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are except as provided in Sections 2.4, 5.7 and 5.8 is not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (together with the schedules and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (aexhibits attached hereto) 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 or among the parties with respect to the subject matter hereof; and (b) are . Except as specifically provided herein, this Agreement is not intended to to, and does not, confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (ai) 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; and (bii) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinAgreement, including the taken together with all Schedules hereto (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; transactions contemplated hereby and (b) are is not intended to confer upon any Person other person than the parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (including Schedule I hereto and, to the extent referred to in this Agreement, the Merger Agreement, together with the agreements and the other documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules herein or therein or annexed hereto or thereto) (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; hereof and thereof and (b) are is not intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other person any rights or remedies hereunder (except as specifically provided in this Agreement)than the parties hereto and their respective successors and assigns.

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the exhibits, schedules, documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein or therein) (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereofhereof and thereof; and (b) except with respect to Sections 2.9 and 5.12 of this Agreement, are not intended to confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (together with all Exhibits, Schedules and the disclosure schedules attached hereto and other documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinherein that are to be delivered at the Closing) and the Ancillary Agreements, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof; , and (b) are is not intended to confer upon any Person other person than the Parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto Company 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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (hereunder, except as specifically provided in this Agreement)Section 6.7.

Entire Agreement; Third Party Beneficiaries. This Agreement and the any other documents and instruments and other agreements among the parties hereto Parties as contemplated by or referred to herein, including the Schedules hereto exhibits and schedules hereto: (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; and (b) are not intended to confer upon any other person Person other than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (together with all Schedules and the any other documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; and (b) are . This Agreement is not intended to confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto ) (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 Parties with respect to the subject matter hereof; hereof and (b) are except as provided in any schedules and exhibits hereto, is not intended to confer upon any person other person than the Parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, the other Transaction Agreements and the any other documents and instruments and other agreements among the parties hereto Parties as contemplated by or referred to herein, including the Exhibits and Schedules hereto hereto: (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).and

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinTransaction Documents, including the Exhibits and Schedules hereto (ai) 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; , and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibit and Schedules hereto (a) annexed hereto, 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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and and, except as may be provided in any confidentiality agreement among the parties as contemplated by Section 5.2 hereof, supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement, together with the Schedules hereto, constitutes the entire Agreement and the documents and instruments and other agreements among between the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute the entire agreement among the parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties with respect to the subject matter hereof; parties, and (b) are is not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, Transaction Documents (including the Schedules and Exhibits hereto (aand thereto) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandings, both written oral and oralwritten, among the parties or any of them, with respect to the subject matter hereof; , and (b) are not intended to confer neither this Agreement nor any document delivered in connection with this Agreement confers upon any other person not a party hereto any rights or remedies hereunder (hereunder, except as specifically provided in this Agreement)Article XI hereof.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties Parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; , and (b) are not intended to confer confer, and shall not be construed as conferring, upon any other person Person any rights or remedies hereunder (hereunder, except as specifically provided in this Agreement)herein.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, together with all Schedules and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to hereinExhibits attached hereto, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are not intended to confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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 , and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents exhibits and instruments and other agreements among the parties schedules hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute the entire agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreements, term sheets, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties with respect to the subject matter hereof; thereto. The parties hereto acknowledge and agree that no third party (bincluding, without limitation, employees of MOI) are not is intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in be a third-party beneficiary of this Agreement. (d).

Entire Agreement; Third Party Beneficiaries. (a) This Agreement and the documents Exhibits, Annexes and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute and thereto, contain the entire agreement among between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements and previous agreements, negotiations, discussions, writings, understandings, both written commitments and oral, among conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to the such subject matter hereof; and (b) are not intended other than those set forth or referred to confer upon any other person any rights herein or remedies hereunder (except as specifically provided in this Agreement)therein.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, (including the Schedules schedule hereto, and together with the Merger Agreement and any other documents executed pursuant hereto (aor thereto) constitute constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties hereto or any of them with respect to the subject matter hereof; hereof and (b) are thereof. This Agreement is not intended to confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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, it being understood that the letter of intent between Parent and the Company dated November 16, 2005 is hereby terminated in its entirety and shall be of no further force and effect; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).not

Entire Agreement; Third Party Beneficiaries. This Agreement (including the Exhibits and Schedules hereto), the Confidentiality Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or specifically referred to herein, including the Schedules hereto herein (ai) constitute the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties parties, or any of them, with respect to the subject matter hereof; hereof and thereof and (bii) except as provided in Section 5.8(c), are not intended to and shall not confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (including all Schedules and Exhibits attached hereto) together with the Confidentiality Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, Transaction Documents (including the Schedules hereto (aDisclosure Schedules) 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 Parties with respect to the subject matter hereof; Transactions. Except as otherwise set forth in Article X and (b) are Section 11.8, this Agreement is not intended to confer upon any Person other person than the Parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) Parent Schedule and the Greenwich Schedule 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; and (b) are not . Except as provided in Section 5.8, nothing in this Agreement is intended to or shall confer upon any other person any rights right, benefit or remedies hereunder (except as specifically provided in remedy of any nature whatsoever under or by reason of this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto Parties as contemplated by or referred to herein, including the Exhibits and Schedules hereto (ai) 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; and (bii) are not intended to confer upon any other person Person other than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules and Exhibits hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, including the Annexes, Exhibits and the documents Schedules hereto, constitutes the entire agreement and instruments supersedes all other prior agreements and other agreements understandings, both oral and written, among the parties hereto as contemplated by or referred to hereinany of them, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof (except as contemplated otherwise by this Agreement) and supersede all prior agreements and understandingsneither this Agreement nor any document delivered in connection with this, both written and oral, among the parties with respect to the subject matter hereof; and (b) are not intended to confer confers upon any other person Person not a party hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including but not limited to the Schedules hereto Company 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; and , (b) are not intended to confer upon any other person Person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and Schedule A attached hereto and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) hereby constitute the entire agreement among between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among between the parties with respect to the subject matter hereof; and (b) are not of this Agreement. No provision of this Agreement is intended to confer upon any Person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement (including agreements incorporated herein) and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute contain the entire agreement among between the parties with respect to the subject matter hereof and supersede all prior agreements and there are no agreements, understandings, both written and oral, among representations or warranties between the parties with respect other than those set forth or referred to the subject matter hereof; and (b) are herein. This Agreement is not intended to confer upon any other person Person not a party hereto (and their successors and assigns permitted by Section 12.7 hereof) any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto ) (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; , and (b) are except as provided in Section 7.07, is not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder. Section 10.06.

Entire Agreement; Third Party Beneficiaries. This Agreement and (including the documents and the instruments and other agreements among the parties hereto as contemplated by or referred to herein), including the Schedules hereto Confidentiality Agreement, the Supply Agreement[, the Transitional Services Agreement] and the 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; , and (b) except as provided herein, are not intended to confer upon any person other person than the parties hereto any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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; , and (b) are not intended to confer upon any other person Person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (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; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto herein (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; , and (b) are not intended to confer upon any other person Person any rights or remedies hereunder (except as specifically provided in this Agreement)following the Effective Time.

Entire Agreement; Third Party Beneficiaries. This Agreement (including agreements incorporated herein) and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute contain the entire agreement among between the parties with respect to the subject matter hereof and supersede all prior agreements and there are no agreements, understandings, both written and oral, among representations or warranties between the parties with respect other than those set forth or referred to the subject matter hereof; and (b) are herein. This Agreement is not intended to confer upon any other person Person not a party hereto (and their successors and assigns permitted by Section 11.7 hereof) any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (a) hereto, 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; and (b) are not intended to confer upon any other person Person any rights or remedies hereunder (except as specifically provided in this Agreement, including in Article VII hereof).

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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 hereofhereof including the Original Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement). This Agreement amends and restates the Original Agreement to read as set forth herein.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (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 that certain non-binding letter of intent by and among the parties dated December 7, 2006 and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement and Agreement, taken together with the documents and instruments and other agreements among the parties hereto as contemplated by or referred to schedules included herein, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereoftransactions contemplated hereby; and (b) are not intended to confer upon any person other person than the Parties any rights or remedies hereunder (except as specifically provided remedies. The representations and warranties contained in this Agreement shall survive the Closing and the termination of this Agreement).

Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, taken together with all Exhibits, Annexes and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof agreement, and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof; Transactions and (b) except as otherwise provided herein, are not intended to confer upon any Person other person than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement (together with all Schedules and the any other documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede supersedes all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof; and (b) are . This Agreement is not intended to confer upon any person other person than the Parties any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the ------------------------------------------- documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Target Schedules hereto and the Parent 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; hereof and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement)hereunder.