This Agreement (including the annexes and exhibits hereto) and the Related Agreements constitute the entire agreement, and supersede and cancel all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party and their respective successors, legal representatives and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except for the provisions of Section 1.4 , Article II and Section 3.3 (and, in each case, the related definitions and rules of interpretation hereunder), which shall, in each case, be directly enforceable by the beneficiaries contemplated thereby as if such Persons were parties hereto.