Common use of Entire Understanding; No Third Party Beneficiaries Clause in Contracts

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except for Sections 7.11 and 7.12, nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect made. Except for Section 7.10, which shall inure to the subject matter hereof. Nothing benefit of the Persons referred to in such Sections, nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.12, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with i) constitutes the documentsentire agreement, and supersedes all prior agreements and instruments referred to herein) represents understandings, both written and oral, among the entire understanding of the parties Parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, (ii) is not intended to confer upon any person, Person other than the parties hereto, Parties any rights or remedies hereunderremedies.

Entire Understanding; No Third Party Beneficiaries. This Agreement, the Voting Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than such Voting Agreement or any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.13, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretoParties (and any transferee of such Parties’ rights made in accordance with Section 2.02 hereof), or their respective successors and permitted assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement, the Voting Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than such Voting Agreement or any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement, including the Exhibits and Schedules to this Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to except for the subject matter hereofConfidentiality Letter. Nothing Except for Sections 6.11 and 6.12, nothing in this Agreement, Agreement expressed or implied, implied is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with i) constitutes the documentsentire agreement, and supersedes all prior agreements and instruments referred to herein) represents the entire understanding of understandings, both written and oral, among the parties hereto with respect to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, (ii) is not intended to confer upon any person, Person other than the parties hereto, hereto any rights or remedies hereunderremedies.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with including the documents, agreements and instruments documents referred to or listed herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.12, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties hereto, or their respective successors and permitted assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with including the documents, agreements and instruments documents referred to or listed herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof and the transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.11, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated by this Agreement and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except for Section 6.12, nothing in this Agreement, Agreement expressed or implied, is intended to to, nor shall it, confer upon any personPerson, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto and thereto with respect reference to the subject matter hereof Transaction, and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 7.8, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretoParties, or their respective successors and permitted assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with -------------------------------------------------- and each of the documents, agreements and instruments referred to herein) represents other Transaction Documents represent the entire understanding of the parties Parties with respect reference to the subject matter hereof Transactions and supersedes supersede any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein, including the Merger Proxy) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties Purchaser and the Seller hereto, any rights or remedies hereunder.

Entire Understanding; No Third Party Beneficiaries. This Agreement, including the Exhibits, Schedules and Annexes to this Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except for Section 6.12, nothing in this Agreement, Agreement expressed or implied, implied is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement, except for Section 6.16 which is intended to be for the benefit of the Persons referred to in such Section 6.16 and may be enforced by such Persons.

Entire Understanding; No Third Party Beneficiaries. This Except for the Confidentiality Agreement, which shall remain in effect, this Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof matters contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.10, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all Table of Contents other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.11, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 5.1, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except for Sections 6.09, 6.11, 6.13, 6.14 and 6.15, nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents constitutes the entire understanding of agreement among the parties hereto with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, written or oral, among the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofof this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon on any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreements entered into by the documentsparties of even date herewith, agreements and instruments referred to herein) represents represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than any such separate agreements). Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated hereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties hereto, Parties (and any transferee of such Parties’ rights or remedies hereunder.made in accordance with

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties of even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents constitutes the entire understanding of agreement between the parties Parties with respect to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral prior agreements, written or written agreements heretofore made oral, among the Parties with respect to the subject matter hereof. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any party in entering into this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon on any personPerson, other than the parties heretohereto or their respective successors, any rights or remedies hereunder.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof matters contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed express or implied, is intended to confer upon any personPerson, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with Agreement, including all representations and warranties, exhibits, schedules and annexes thereto, and the documentsTransaction Documents, agreements and instruments referred to herein) represents represent the entire understanding of the parties hereto and thereto with respect to the subject matter hereof thereof, and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.11, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective permitted successors and assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as expressly provided herein, nothing in this Agreement, expressed express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective heirs, personal representatives, successors and permitted assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with including the documents, agreements and instruments documents referred to or listed herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof and the transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors and permitted assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with including the documents, agreements and instruments documents referred to or listed herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof and the Merger Transactions and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing Except as contemplated by Section 6.11, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with and any separate agreement entered into by the documents, agreements and instruments referred to herein) represents parties on even date herewith represent the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof(other than any such separate agreement). Nothing in this Agreement, expressed whether express or implied, is intended to confer upon any personPerson, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement, except as set forth in Section 6.19.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and supersedes any supercedes and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed Agreement express or implied, implied is intended to confer upon any person, persons other than the parties heretohereto or their respective successors and assigns, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties hereto with respect reference to the subject matter hereof transactions contemplated hereby and thereby and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing made, and except for Section 5.12, nothing in this Agreement, Agreement expressed or implied, is intended to confer upon any person, other than the parties heretohereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties Parties hereto and thereto with respect reference to the subject matter hereof Transaction, and this Agreement supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereofmade. Nothing in this Agreement, expressed or implied, is intended to confer upon any personPerson, other than the parties heretoParties hereto or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents constitutes the entire understanding of agreement between the parties Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, written or oral, among the Parties with respect to the subject matter hereof of this Agreement. Except for the provisions of Section 5.5 and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing Section 8.9, nothing in this Agreement, expressed express or implied, is intended to confer upon on any personPerson, other than the parties heretoParties or their respective successors, any rights rights, remedies, obligations or remedies hereunderliabilities.

Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof Share Exchange and the Share Purchase and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.