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

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Agreements and the Confidentiality Agreement constitute the entire agreement of the Parties hereto and thereto with reference to the transactions contemplated hereby and thereby and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereof. Except for Section 5.11, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Agreements and the Confidentiality Agreement constitute Shareholder Agreements represent the entire agreement understanding of the Parties parties hereto and thereto with reference to the transactions contemplated hereby Transactions, and thereby this Agreement and the Shareholder Agreements supersede any and all other prior agreements, understandings, representations and warranties, both oral or written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereofagreements heretofore made. Except for the Indemnified Parties' right to enforce Parent's obligation under Section 5.116.11, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Napa Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Shareholder Agreements, the Non-Solicitation Agreements and the Confidentiality Agreement constitute the entire agreement of the Parties parties hereto and thereto with reference to the transactions contemplated hereby and thereby and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereof. Except for Section 5.116.09, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein)Agreement, the PLAZA Non-Competition and Voting Agreements Agreements, the PLAZA Voting Agreements, and the Confidentiality Agreement constitute represent the entire agreement understanding of the Parties parties hereto and thereto with reference to the transactions contemplated hereby hereby, and thereby this Agreement, the PLAZA Non-Competition and Voting Agreements, the PLAZA Voting Agreements, and the Confidentiality Agreement supersede any and all other prior agreements, understandings, representations and warranties, both oral or written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereofagreements heretofore made. Except for Section 5.11the provisions of Sections 6.13 and 6.15, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, successors any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Suncrest Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Agreements and the Confidentiality Agreement constitute the entire agreement of the Parties hereto and thereto with reference to the transactions contemplated hereby and thereby and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereof. Except for Section 5.116.13, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Community Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Agreements and the Confidentiality Agreement constitute the entire agreement of the Parties hereto and thereto with reference to the transactions contemplated hereby and thereby and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereof. Except for Section 5.116.13, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule disclosure schedules, exhibits, and Parent Disclosure Schedule the documents, instruments and other agreements specifically referred to herein, attached hereto hereto, and incorporated herein), the Voting Agreements ) and the Confidentiality Agreement constitute the entire agreement of the Parties parties hereto and thereto with reference to the transactions contemplated hereby and thereby and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the Parties parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereof. Except for Section 5.115.8, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule and Parent Disclosure Schedule the exhibits attached hereto and incorporated herein), the Voting Shareholder Agreements, the Non-Solicitation Agreements and the Confidentiality Agreement constitute represent the entire agreement understanding of the Parties parties hereto and thereto with reference to the transactions contemplated hereby and thereby and this Agreement, the Shareholder Agreements, the Non-Solicitation Agreements and the Confidentiality Agreement supersede any and all other prior agreements, understandings, representations and warranties, both oral or written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereofagreements heretofore made. Except for Section 5.116.08, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including Agreement, taken together with the Company Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein), the Voting Agreements and the Confidentiality Agreement constitute constitutes the entire agreement of and understanding among the Parties hereto regarding the Transactions and thereto with reference to the transactions contemplated hereby supersedes any and thereby and supersede all other prior agreements, understandings, representations oral or written agreements and warranties, both written and oral, between the Parties understandings previously made or their officers, directors, agents, employees or representatives, purported to be made with respect to the subject matter hereofthereto. 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. Except for Article II, and Section 5.115.09, which is intended to benefit the Indemnified Parties, nothing expressed or implied in this Agreement, expressed or implied, Agreement is intended to confer upon any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreementupon any Person other than Parent and the Company.

Entire Understanding; No Third Party Beneficiaries. This Agreement (including the Company Disclosure Schedule and Parent Disclosure Schedule attached hereto and incorporated herein)Agreement, the Non-Competition and Voting Agreements and Agreements, the Confidentiality Agreement constitute and all schedules, exhibits and appendices attached to such agreements, represent the entire agreement understanding of the Parties parties hereto and thereto with reference to the transactions contemplated hereby hereby, and thereby this Agreement, the Non-Competition and Voting Agreements, the Confidentiality Agreement and all schedules, exhibits and appendices attached to such agreements, supersede any and all other prior agreements, understandings, representations and warranties, both oral or written and oral, between the Parties or their officers, directors, agents, employees or representatives, with respect to the subject matter hereofagreements heretofore made. Except for Section 5.11, nothing Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties parties hereto or their respective successors, successors any rights, remedies, obligations or liabilities under or by reason of this Agreement.