Except as otherwise provided herein, this Agreement and the other Transaction Agreements (and each of the agreements contemplated hereby and thereby) set forth the entire agreement and understanding among the Parties as to the subject matter hereof, and merge and supersede all prior discussions, agreements, and understandings of every kind and nature among them.  No Party shall be bound by any condition, definition, warranty or representation, other than as expressly set forth or provided for in the Transaction Agreements.  The Parties acknowledge that no Party, nor anyone else acting on any such Party’s behalf, has made any promise or representation regarding the Transaction Agreements except as expressly stated herein or therein.