Except as otherwise expressly provided herein, this Agreement (including the Disclosure Schedules and other documents, exhibits and instruments referred to herein) constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than as provided in ARTICLE 9 .