This Agreement and the Purchase Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Purchase Agreement.  This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.