This Agreement and the other Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.

Entire Agreement. This AgreementAgreement, the schedules attached hereto and the other Transactional Agreementsdocuments in connection with this Transaction contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relatingwith respect to the subject matter contained in this Agreementhereof and the other Transaction Agreements, which are not fullysupersede all prior arrangements and understandings, both written and oral, expressed herein or therein. The schedules and each exhibit attachedimplied, with respect to this AgreementAgreement. Any preceding correspondence or delivered pursuant to this Agreementoffers are incorporated hereinexpressly superseded and terminated by this reference and constitute a part of this Agreement.

Entire Agreement. This Agreement (including the Schedules and the other Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relating to the subject matter contained in this AgreementExhibits hereto) and the other Transaction Agreements, which are not fully expressed herein or therein.Agreements represent the entire understanding and agreement between the Parties with respect to the Transaction and supersedes all prior agreements among the Parties respecting the Transaction. The schedulesParties have voluntarily agreed to define their rights, liabilities and each exhibit attached to this Agreement or deliveredobligations respecting the Transaction exclusively in contract pursuant to this Agreement are incorporated herein by this referencethe express terms and constitute a partprovisions of this Agreement; and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement.

Entire Agreement. This AgreementAgreement, the schedules attached hereto and the other Transactional Agreementsdocuments in connection with this transaction contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relatingwith respect to the subject matter contained in this Agreementhereof and the other Transaction Agreements, whichsupersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are not fully expressed herein or therein. The schedulesexpressly superseded and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated hereinterminated by this reference and constitute a part of this Agreement.

Entire Agreement. This AgreementAgreement, including the Schedules and Exhibits hereto, and together with the other Transactional Agreements containOther Agreements, contains the entire agreement ofand understanding among the parties hereto, and supersede any prior written or oral agreements between them concerninghereto with respect to the subject matter contained herein,hereof, supersedes all prior and contemporaneous agreements, arrangements and understandings, and shall not be modified or therein.affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof. All references herein to this Agreement shall specifically include, incorporate and refer to the Schedules and Exhibits attached hereto which are hereby made a part hereof. There are no representations, agreements, arrangementspromises, warranties, covenants, undertakings or understandings, oralassurances (express or written, betweenimplied) other than those expressly set forth or provided for herein and in the other documents referred to herein. This Agreement may not be modified or amended orally, but only by a writing signed by all the parties to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.hereto.

This Agreement and(including the other Transactional Agreements containexhibits attached hereto) constitutes the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relatingParties with respect to the subject matter contained in this Agreementhereof and supersedes all prior agreements (oral and written) and all other prior negotiations among the otherParties with respect to the Transactions, but shall not supersede the Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.Documents.

Entire Agreement. This Agreement and the other Transactional Agreements containTransaction Documents constitute the sole and entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relatingAgreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Agreements, which are not fully expressed herein or therein. The schedulesDocuments, the Exhibits and each exhibit attached toDisclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.will control.

This AgreementAgreement, and the other Transactional Agreements containExhibits and Schedules attached hereto embody the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties in connection with this transaction and there are no oral or parol agreements, representations or inducements existing between the parties relating to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction Agreements,transaction which are not fully expressedexpressly set forth herein or therein. The schedules and each exhibit attached tocovered hereby; this Agreement or delivered pursuant to this Agreement are incorporated hereinmay not be modified except by this reference and constitute a partwritten agreement signed by all of this Agreement.the parties.

Entire Agreement. This AgreementAgreement, including the exhibits hereto and the Disclosure Schedules, and the other Transactional Agreements containTransaction Documents, constitute the entire agreement ofbetween the parties hereto,hereto and supersede any prior understandings, agreements or representations by or between such parties, written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relatingoral, that may have related in any way to the subject matter contained in this Agreement and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.hereof.

Entire Agreement. This AgreementAgreement, including any and the other Transactional Agreementsall exhibits and schedules hereto, if any, contain the entire agreement ofAgreement and understanding between the parties hereto, and supersede anyall prior written or oral agreements between them concerningand understandings including, but not limited to, the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, betweenLetter of Intent other than the parties to this Agreement, relating to the subject matter containedprovisions in this Agreement and theany other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.Document.