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 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.

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 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.

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 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.confers upon any Person not a party hereto any rights or remedies 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 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 Sections 10.b. and 10.

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 constitute and other agreements referred to herein) (a) 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 hereofhereof and (b) except as expressly set forth in this Agreement, is not intended to and shall not confer upon any person or entity other than the parties hereto any rights or remedies 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 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.

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 (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 constitute exhibits attached hereto) 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. Except as specifically provided herein, this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies 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 taken together with all Schedules hereto constitute (a) 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 hereoftransactions contemplated hereby and (b) is not intended to confer upon any Person other than the parties any rights or 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 hereinAgreement, including the Schedules hereto constitute schedule hereto, (a) 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 hereofhereof and (b) is not intended to confer upon any person other than the parties any rights or remedies.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by (including any Schedule or referred to herein, including the Schedules hereto constitute Exhibit hereto) constitutes the entire agreement among of the parties Parties with respect to the subject matter hereof and supersede supersedes all other prior agreements and understandingsundertakings, both written and oral, among between the parties Parties with respect to the subject matter 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 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 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.

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 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.confers upon any Person not a party hereto any rights or remedies hereunder. [signature page follows]

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 constitute schedules attached hereto) (a) 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) except as provided in Section 6.06, is not intended to confer upon any Person other than the Parties any rights or remedies 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 (i) 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 (ii) 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 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, and is not intended to confer upon any person other than the parties with respect to the subject matter hereofhereto any rights or remedies 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.

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 taken together with the Schedules hereto attached 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 and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

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 other than the Parties any rights or 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) 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.

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 hereofhereof , 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 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 hereofconfers upon any Person not a party hereto any rights or remedies 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 schedule hereto, and together with the Merger Agreement and any other documents executed pursuant hereto constitute or thereto) 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 hereofhereof and thereof. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

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 hereinschedules hereto, including the Schedules hereto constitute (a) 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 Parties with respect to the subject matter hereofTransactions and (b) are not intended to confer upon any person other than the Parties any rights or 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 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, (b) are not intended to confer upon any other Person any rights or remedies 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 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 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 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. This Agreement is not intended to confer upon any person other than the Parties any rights or remedies hereunder.

Entire Agreement; Third Party Beneficiaries. This Agreement and the documents exhibits and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules schedules hereto 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 thereto. The parties hereto acknowledge and agree that no third party (including, without limitation, employees of MOI) is intended to the subject matter hereofbe a third-party beneficiary 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 Exhibit and Schedules hereto 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.

Entire Agreement; Third Party Beneficiaries. This Agreement Amendment and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto Original Agreement and other documents referred to therein 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.

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 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. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

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 than the Parties any rights or 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, 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

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 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 are not intended to confer upon any other 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, Transaction Documents (including the Schedules and Exhibits hereto constitute and thereto) 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 neither this Agreement nor any document delivered in connection with this Agreement confers upon any person not a party hereto any rights or remedies hereunder, except as provided in 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 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 hereofhereof and (b) are not intended to confer upon any other person any rights or remedies 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 Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto Parent Schedule and the Lev 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.

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 the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, (including the Schedules hereto constitute and Exhibits attached hereto) 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 hereofof 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 Callisto Schedule and the Synergy 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.

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 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. Except as provided in Section 5.8, nothing in this Agreement is intended to or shall confer upon any other person any right, benefit or 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 (i) 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 (ii) are not intended to confer upon any other Person other than the Parties any rights or remedies.

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 than the parties hereto any rights or 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 the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules 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.

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 (i) 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 (ii) are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement).