This Agreement, all Schedules and Exhibits hereto, the Related Documents and all documents, writings, instruments and certificates delivered or to be delivered by the parties pursuant hereto collectively represent the sole and entire understanding and agreement between the parties hereto with respect to the subject matter hereof. All Schedules and Exhibits attached to this Agreement shall be deemed part of this Agreement and incorporated herein, as if fully set forth herein. This Agreement supersedes all prior negotiations and understandings between the parties hereto whatsoever with respect to the subject matter hereof, and all letters of intent and other writings relating to such negotiations and understandings.