Common use of Entire Agreement; Amendment Clause in Contracts

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties hereto.

Entire Agreement; Amendment. (a) This Agreement constitutes contains the entire agreement understanding of and all agreements between the parties hereto with respect to the subject matter hereof and supersedes all any prior written or contemporaneous agreement or understanding, oral negotiationsor written, representations, agreements, commitments, contracts pertaining to any such matters which agreements or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of no force or effect for any purpose; provided, however, that the terms of any confidentiality agreement between the parties heretohereto previously entered into, to the extent not inconsistent with any provisions of this Agreement, shall continue to apply.

Entire Agreement; Amendment. (a) This Agreement constitutes together with the entire other agreements provided for herein embody the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein. All previous negotiations between the parties hereto with respect to the subject matter hereof parties, either verbal or written, not herein contained are hereby withdrawn and supersedes annulled. This Agreement shall supersede all prior written or oral negotiationsprevious communications, representations, or agreements, commitmentseither verbal or written, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of between the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof matters herein and no other agreements or representations other than those contained in this Agreement have been made by the parties. It supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto thereto. Notwithstanding the preceding two sentences, any contrary provisions of the respective Contract Documents, the Purchase Agreement and no modification, alteration or amendment to Stadium Lease shall supersede the provisions of this Agreement may be made unless as between the same parties to such other agreements. This Agreement shall be amended only in writing and effective when signed by both the authorized agents of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes Agreement, together with the schedules, attachments and exhibits referred to herein, constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and this Agreement supersedes all prior written or oral negotiations, representationsand contemporaneous proposals, agreements, commitmentsmemoranda, contracts understandings, negotiations and discussions, whether written or understandings oral, of the parties in connection with respect thereto and no modificationthe subject matter hereof. No change, alteration amendment or amendment to modification of this Agreement may be made unless the same shall be binding or enforceable unless in writing and signed executed by both of the parties heretoparty to be bound thereby. 19.

Entire Agreement; Amendment. This Agreement constitutes sets forth the entire agreement between understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitmentswritten and oral, contracts or understandings with respect thereto and no modification, alteration or amendment to between the parties. No modification of any of the terms of this Agreement may be made unless the same shall be deemed to be valid unless it is in writing and signed by both parties. No course of dealing or usage of trade shall be used to modify the parties heretoterms and conditions in this Agreement.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitmentsunderstandings, contracts or understandings with respect thereto negotiations and no modificationdiscussions, alteration or amendment to this Agreement may be made unless the same shall be in writing both written and signed by both of oral, among the parties hereto. This Agreement may not be amended or modified in any way except by a written instrument executed by the Company and the Consultant.

Entire Agreement; Amendment. For purposes of this Section, the term "Agreement" shall include this Agreement and the Exhibits and other documents attached hereto. This Agreement constitutes Agreement, and other documents delivered pursuant to this Agreement, contain all of the entire agreement between terms and conditions agreed upon by the parties hereto with respect relating to the subject matter hereof of this Agreement and supersedes supersede all prior written or oral negotiationsand contemporaneous agreements, letters of intent, representations, agreementswarranties, commitmentsdisclosures, contracts or understandings with respect thereto negotiations, correspondence, undertakings and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both communications of the parties heretoparties, oral or written, respecting that subject matter.

Entire Agreement; Amendment. This Agreement constitutes and the other instruments and agreements referred to herein embody the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes supersede all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings agreements with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretothereto.

Entire Agreement; Amendment. This Agreement constitutes Agreement, along with all agreements referred to herein, constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof-and supersedes any and all prior written or oral negotiations, representations, agreements, commitmentseither oral or written, contracts or understandings between the parties with respect thereto and no modification, alteration or amendment thereto. Any modification to this Agreement may must be made unless the same shall be in writing and signed by both all of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes and the exhibits and schedules hereto and the agreements referred to herein set forth the entire agreement between and understanding of the parties hereto with in respect of the transactions contemplated hereby and supersede all prior agreements, arrangements and understandings relating to the subject matter hereof and supersedes all prior written hereof. No amendment, change or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to modification of this Agreement may shall be made valid unless the same shall be is in writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes supersedes all prior agreements between the entire parties with respect to its subject matter. This Agreement is intended (with any documents referred to herein) as a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in amended only by a writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between among the parties hereto with regard to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, oral or written, among the parties hereto with respect to the such subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to matter. Any term of this Agreement may be made unless amended and the same shall observance of any term of this Agreement may be in writing and signed by both waived only with the written consent of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement between of the parties hereto with respect and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to of this Agreement. This Agreement may be made unless modified or amended in writing, if the same shall be in writing and is signed by both of the parties heretoparty obligated under the amendment.

Entire Agreement; Amendment. This Agreement constitutes sets forth the entire agreement between understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof and supersedes all prior hereof, whether written or oral negotiationsoral, representations, agreements, commitments, contracts are superseded by this Agreement. This Agreement shall not be amended or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed modified except by both written instrument duly executed by each of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes Agreement, including the other documents referred to herein, contain the entire agreement between understanding of the parties hereto hereto, with respect to the subject matter hereof contained herein and therein. This Agreement supersedes all prior and contemporaneous agreements, arrangements, contracts, discussions, negotiations, undertakings and understandings (whether written or oral negotiations, representations, agreements, commitments, contracts or understandings oral) between the parties with respect thereto and no modification, alteration or amendment to this such subject matter. This Agreement may be made unless the same shall be in writing and signed amended only by both a written instrument executed by all of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes represents the entire agreement between understanding of the parties hereto Primary Parties and the Agent with respect to the subject matter hereof transactions contemplates hereby and supersedes any and all prior other oral or written agreements heretofore made. No waiver, amendment or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to other modification of this Agreement may be made unless the same shall be effective unless in writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement, along with the Purchase Agreement constitutes and any other agreement executed on the date hereof between the Parties, contains the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written or oral negotiations, representations, agreements, commitments, contracts commitments or understandings with respect thereto and no to such matters. This Agreement may not be changed orally, but only by an instrument in writing signed by the Party against whom enforcement of any waiver, change, modification, alteration extension or amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretodischarge is sought.

Entire Agreement; Amendment. This Agreement constitutes (including the provisions of the Transaction Agreement referenced herein) represents the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, both written or oral negotiationsand oral, representations, agreements, commitments, contracts or understandings among the parties with respect thereto and no modification, alteration or amendment to this the subject matter hereof. This Agreement may not be made unless the same shall be in writing amended, modified, altered or supplemented except by means of a written instrument executed and signed delivered by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes shall supersede all prior written agreements and understandings, oral or oral negotiationswritten, representations, agreements, commitments, contracts or understandings between the parties with respect thereto and no modification, alteration or amendment to this thereto. This Agreement may be made unless the same shall be in writing and signed amended at any time by both written agreement of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement understanding between the parties hereto Parties with respect to the subject matter hereof and supersedes hereof, superseding all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto prior discussions and no modification, alteration or amendment preliminary agreements made prior to this the date hereof. This Agreement may not be made unless the same shall be amended except in writing and signed executed by both of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes supersedes all prior agreements between the entire parties with respect to its subject matter, is intended (with the documents referred to herein) as a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in amended only by a writing and signed by both of the all parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties hereto with respect to the Restricted Shares granted hereby. All prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto void and of no modification, alteration or amendment to this further force and effect. This Agreement may be made unless the same shall be in amended only by a writing and signed executed by both of the parties heretohereto which specifically states that it is an amendment of this Agreement.

Entire Agreement; Amendment. This Except for other written agreements in which it is specifically referred to, this Agreement constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and on its subject. It supersedes all prior written agreements and understandings between or among them, oral negotiationsor written, representationsall of which are hereby nullified. Except as otherwise provided in Section 10.6, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may not be made unless the same shall be in modified or amended other than by a writing and signed by both of the all parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement understanding between the parties hereto with respect to the identified subject matter hereof and supersedes all no prior or contemporaneous agreement, written or oral negotiationsoral, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or will be effective to vary the terms of this Agreement. No amendment to this Agreement may will be made effective unless the same shall be in reduced to writing and signed by both an authorized representative of the parties heretoeach party.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes shall supersede all prior written agreements and understandings, oral or oral negotiationswritten, representations, agreements, commitments, contracts or understandings between the parties with respect thereto and no modification, alteration or amendment to this thereto. This Agreement may be made unless the same shall be in writing and signed amended at any time by both written agreement of the parties hereto. The terms set forth in this Agreement shall control over any contrary terms set forth in that certain Severance Agreement of even date herewith between Key Employee and the Trust.

Entire Agreement; Amendment. This Agreement Agreement, including all Attachments to this Agreement, constitutes the entire agreement between the parties hereto with respect relating to the subject matter hereof and supersedes all prior written or oral simultaneous proposals, negotiations, representations, conversations, discussions and agreements, commitmentswhether written or oral, contracts among the parties and all past dealing or understandings with respect thereto and no modification, alteration or amendment to this industry custom. This Agreement may not be made unless the same shall be in amended except by a writing and signed by both of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior written and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral negotiationsor written, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this except as herein contained. This Agreement may not be made unless the same shall be modified or amended other than by an agreement in writing and signed executed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement agreement, and supersedes all other prior and contemporaneous agreements and undertaking, both written and oral, between the parties hereto with respect relating to the subject matter hereof and supersedes all prior written or oral negotiations, hereof. There are no representations, agreementswarranties, commitmentscovenants, contracts statements, conditions, terms of obligations other than those contained herein or understandings with respect thereto and no modification, alteration relating to the subject matter hereof. No amendments or amendment modifications to or variations of this Agreement may be made unless the same shall be deemed valid unless in writing and signed executed by both of the parties heretoEmployee and the Company.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement Agreement between the parties and supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment thereto. Any modifications to this Agreement may must be made unless the same shall be in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement and understanding between the parties hereto with respect in reference to all of the subject matter hereof matters herein agreed upon, and supersedes all prior no representations, promises, agreements or understandings, whether written or oral negotiationsoral, representations, agreements, commitments, contracts not herein contained shall be of any force or understandings with respect thereto and no modification, alteration or amendment to this effect. This Agreement may only be made unless the same shall be amended by an agreement in writing and signed by both all of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes embodies the entire agreement between of the parties hereto with respect to respecting the subject matter hereof matters within its scope and supersedes all prior agreements (including, without limitation, any offer letters, term sheets and correspondence relating thereto), whether written or oral negotiationsoral, representations, agreements, commitments, contracts that directly or understandings with respect thereto and no modification, alteration or amendment to this indirectly bear upon the subject matter hereof. This Agreement may not be made unless the same shall be amended, modified or changed (in writing and signed whole or in part), except by written agreement executed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes shall supersede all prior previous oral and written or and all contemporaneous oral negotiations, representations, agreements, commitments, contracts or agreements and understandings with respect thereto and no modification, alteration or relating hereto. Any amendment to this Agreement may be made unless the same shall be effective only if it is in writing and signed by both of the parties heretoto this Agreement.

Entire Agreement; Amendment. This Agreement constitutes Agreement, including the Exhibits hereto, and the other agreements expressly contemplated by this Agreement, contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior oral and written or oral negotiations, representations, agreements, commitmentsmemoranda, contracts or term sheets, understandings with respect thereto and no modification, alteration or amendment undertakings among the parties hereto relating to this the subject matter hereof. This Agreement may be made unless the same shall be in writing and signed modified or amended only by both a written instrument executed by or on behalf of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes embodies the entire agreement between of the parties hereto with respect to respecting the subject matter hereof matters within its scope and supersedes all prior agreements (including, without limitation, any offer letters, term sheets, consulting agreements and correspondence relating thereto), whether written or oral negotiationsoral, representationsthat directly or indirectly bear upon the subject matter hereof, agreements, commitments, contracts or understandings with respect thereto excluding any restrictive covenant agreement by and no modification, alteration or amendment to this between Executive and any Company Group Member. This Agreement may not be made unless the same shall be amended, modified or changed (in writing and signed whole or in part), except by written agreement executed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes expresses the entire agreement between and understanding of the parties hereto Parties with respect to the subject matter hereof and supersedes all prior oral or written or oral negotiations, representations, agreements, commitments, contracts commitments and understandings pertaining to the subject matter hereof. Any modifications of or understandings with respect thereto and no modification, alteration or amendment changes to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral negotiationsoral, representations, agreements, commitments, contracts or understandings between the parties hereto with respect thereto and no modification, alteration or amendment to compensation due for services rendered hereunder. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof. This Agreement may not be made unless the same shall be modified or amended except in writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof Parties and supersedes all shall supersede any prior agreement, written or oral negotiationsoral, not incorporated herein. There are no understandings, representations, agreementsconditions, commitmentsguarantees, contracts or understandings with respect thereto warranties, express or implied, by statute, usage, or trade or otherwise, other than as set forth herein or in an amendment executed by the Parties and no modification, alteration or amendment to this incorporated herein. This Agreement may be made unless the same shall be in writing and amended only by a written amendment, signed by both each of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect and supersedes any and all other prior agreements or understandings, either oral or written, relating in any way to the subject matter hereof of this Agreement, and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement it may be made unless the same shall be amended only in writing and signed by both of the parties heretowriting.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement between among the parties hereto with respect to the subject matter hereof and transactions contemplated herein, supersedes all prior written agreements and negotiations and oral understandings, if any, and may not be amended, supplemented or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be discharged except by an instrument in writing and signed by both of the parties heretoall parties.

Entire Agreement; Amendment. This Agreement constitutes and expresses the entire agreement understanding between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior written and contemporaneous agreements and understandings, inducements or conditions, whether express or implied, oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to written. Neither this Agreement nor any portion or provision hereof may be made unless the same shall be amended orally or in any manner other than by an agreement in writing and signed by both of the parties heretoSenior Lender and Seller Creditors.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect relative to the subject matter hereof hereof, and supersedes any and all prior agreements, written or oral negotiationsoral, representations, agreements, commitments, contracts between the parties relating to such subject matter. No modifications or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless amendments of any of the same terms hereof shall be valid or binding unless made in writing and signed by both of the parties heretoTicketmaster and User.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral negotiationsoral, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this thereto. This Agreement may not be made unless the same shall be amended except by an instrument in writing and signed by both of the parties heretoWarrantholder and the Company.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral and prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto agreements and no modification, alteration or amendment to this understandings. This Agreement may be made unless the same shall be in writing and modified, amended, or supplemented only by means of a written instrument signed by both Parties. Any waiver of the parties heretoany rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.

Entire Agreement; Amendment. This Agreement constitutes Agreement, and all exhibits to this Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof Agreement and supersedes all supersede any prior or contemporaneous written or oral negotiationsunderstanding or agreement, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or may be amended only by written amendment executed by both parties to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoAgreement.

Entire Agreement; Amendment. This Agreement constitutes (including the Exhibits hereto) contains the final and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral representations, negotiations and agreements, and neither the parties, nor their agents, shall be bound by any terms, conditions and representations not herein written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this incorporated herein by reference. This Agreement may not be made unless the same shall be modified or changed orally, but only by agreement in writing and signed by both the party against whom enforcement of the parties heretoany such change is sought.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement between the parties hereto with respect to the subject matter hereof matters contemplated by this Agreement and supersedes all prior written or oral negotiations, representations, agreementswarranties, commitments, offers, contracts or understandings with respect thereto and no modification, alteration writings. No modification or amendment to of any provision of this Agreement may be made unless the same shall be effective unless made in writing and duly signed by both of the parties heretoparty to be bound thereby.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement and exclusive Agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels all prior written or oral negotiations, representationsprevious discussions, agreements, commitments, contracts commitments and writings in respect thereof except for the License Agreement. No amendment or understandings with respect thereto and no modification, alteration or amendment addition to this Agreement may be made unless the same shall be in effective unless reduced to writing and signed executed by both the authorized representatives of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement Agreement between the parties hereto with respect regard to the subject matter hereof and supersedes hereof, superseding all prior understandings and agreements, whether written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may not be made unless the same shall be in amended or revised except by a writing and signed by both each of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement understanding of and all agreements between the parties hereto with respect to the subject matter hereof and supersedes all any prior written or contemporaneous agreement or understanding, oral negotiationsor written, representations, agreements, commitments, contracts pertaining to any such matters which agreements or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of no force or effect for any purpose; provided, however, that the terms of any confidentiality agreement between the parties heretohereto previously entered into, to the extent not inconsistent with any provisions of this Agreement, shall continue to apply.

Entire Agreement; Amendment. This Agreement constitutes Agreement, and the other agreements and documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties hereto with respect regard to the subject matter hereof and supersedes thereof and supersede all prior written or oral negotiationsagreements and understandings relating to such subject matter, representations, agreements, commitments, contracts or understandings with respect thereto and no modificationparty shall be liable or bound to any other party in any manner by any warranties, alteration representations or amendment to covenants except as specifically set forth in this Agreement or therein. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be made unless the same shall be in writing and signed by both of the parties hereto.amended, waived, discharged or

Entire Agreement; Amendment. This Agreement constitutes Agreement, together with all exhibits and schedules hereto, and other documents contemplated hereby to be delivered by the Parties, covers the entire agreement between understanding of the parties hereto with respect Parties hereto, superseding all prior agreements or understandings relating to any of the subject matter hereof and supersedes all prior written or oral negotiationsmatters hereof, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration modification or amendment to this Agreement may be made unless of the same terms and conditions shall be effective unless made in writing and signed by both of the parties heretoParties or their respective duly authorized agents.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supercedes all prior agreements written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this its subject matter. This Agreement may be made unless the same shall be in writing and amended only by a written agreement signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes states the entire agreement between of the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior written is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or oral negotiationschanged orally, representationsand may not be modified or rescinded or supplemented, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in except by a writing and signed by both the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of the parties heretoSEC or the staff of the SEC.

Entire Agreement; Amendment. This Agreement constitutes (including the entire Exhibits attached hereto, which are incorporated herein by reference) are the final, complete and exclusive agreement between of the parties hereto Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral negotiationsoral, representations, agreements, commitments, contracts between the Parties relating to the subject matter hereof and all past courses of dealing or understandings with respect thereto and no modification, alteration industry custom. No modification of or amendment to this Agreement may will be made effective unless the same shall be in writing and signed by both each of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral previous proposals, negotiations, representations, agreementscommitments writings and all other communications between the parties, commitmentsboth oral and written. No change, contracts or understandings with respect thereto and no amendment, modification, alteration termination or amendment to this Agreement may be made unless attempted waiver of any of the same provisions hereof shall be binding unless in writing and signed by an authorized signatory of both of the parties hereto.

Entire Agreement; Amendment. This Agreement agreement constitutes the entire only agreement between the parties hereto with respect to the subject matter hereof and supersedes shall supersede any and all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto negotiations and no modification, alteration or amendment to this Agreement understandings. This agreement may be made unless the same shall be amended or modified in writing and signed any respect by both of the parties heretowritten instrument only.

Entire Agreement; Amendment. This Agreement constitutes embodies the entire agreement between of the parties hereto with respect to respecting the subject matter hereof matters within its scope and supersedes all prior agreements (including, without limitation, any existing employment agreement, any offer letters, term sheets and correspondence relating thereto), whether written or oral negotiationsoral, representationsthat directly or indirectly bear upon the subject matter hereof, agreements, commitments, contracts or understandings with respect thereto excluding any restrictive covenant agreement by and no modification, alteration or amendment to this between Executive and any Company Group Member. This Agreement may not be made unless the same shall be amended, modified or changed (in writing and signed whole or in part), except by written agreement executed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof transactions contemplated herein, and it supersedes all prior oral or written or oral negotiations, representations, agreements, commitments, contracts commitments or understandings with respect thereto and no modificationto the matters provided for herein. No amendment, alteration modification or amendment to discharge of this Agreement may be made unless the same shall be valid or binding unless set forth in writing and signed duly executed and delivered by both the party against whom enforcement of the parties heretoamendment, modification, or discharge is sought.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between understanding of the parties hereto with respect Parties relating to the subject matter hereof and supersedes all prior negotiations, commitments and understandings, written or oral negotiationsoral, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this thereto. This Agreement may be made unless executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed an original and all counterparts will constitute one and the same agreement. No variation, amendment or other modification of this Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement understanding between the parties hereto with respect to the subject matter hereof and supersedes hereof, superseding all prior written or oral negotiations, representationsprior discussions, agreements, commitments, contracts or representations and prior agreements and understandings with respect thereto and no modification, alteration or relating to such subject matter. No amendment to of this Agreement may be made unless the same shall be binding unless mutually agreed to in writing and signed by both of the parties heretowriting.

Entire Agreement; Amendment. This Agreement Agreement, together with the --------------------------- documents expressly referred to herein, constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof contained herein and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or agreements and understandings among the parties with respect thereto and no to such subject matter. This Agreement may not be modified, amended, altered or supplemented except by an agreement in writing executed by the party against whom such modification, amendment, alteration or amendment supplement is sought to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoenforced.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior understandings or agreements, whether written or oral, with respect to the subject matter hereof and supersedes all prior written hereof. No amendment or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to modification of this Agreement may be made unless the same shall be valid unless it is in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to concerning the subject matter hereof and supersedes any and all prior written or oral negotiationsother communications, representations, proposals, understandings or agreements, commitmentseither written or oral, contracts or understandings between the parties hereto with respect thereto and no modification, alteration or amendment to this such subject matter. This Agreement may not be made unless the same shall be modified or amended, in whole or in part, except by a writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes supersedes all prior agreements between the entire parties with respect to its subject matter and is intended (with the documents referred to herein) as a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration cannot be changed or amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoterminated orally.

Entire Agreement; Amendment. This Agreement Agreement, including any and all attachments or exhibits hereto, constitutes the entire entire, final and exclusive understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written no party shall be liable or oral negotiations, bound to any other in any manner by any representations, agreementswarranties, commitments, contracts or understandings with respect thereto covenants and no modification, alteration or amendment to this agreements except as specifically set forth herein and therein. This Agreement may be made unless the same shall be in writing and signed amended, waived, discharged or terminated only by both written agreement of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes (including the Exhibits and Schedules hereto) contains the final and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral representations, negotiations and agreements, and neither the parties, nor their agents, shall be bound by any terms, conditions and representations not herein written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this incorporated herein by reference. This Agreement may not be made unless the same shall be modified or changed orally, but only by agreement in writing and signed by both the party against whom enforcement of the parties heretoany such change is sought.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between Agreement, representation and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiationshereof, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration amendment or amendment to this Agreement may be made unless the same modification shall be valid or binding unless made in writing and signed by both the parties to this Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the Company and Employee with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties heretorelating in any way to Employee's services for the Company.

Entire Agreement; Amendment. This Agreement Agreement, together with all Exhibits attached hereto, constitutes the entire final, complete, and exclusive agreement between of the parties hereto Parties with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, and contemporaneous understandings and agreements, commitmentsrelating to its subject matter. This Agreement (including its Exhibits) may not be changed, contracts modified, amended, or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and supplemented except by a written instrument signed by both of the parties heretoall Parties.

Entire Agreement; Amendment. This Agreement (including all schedules and exhibits hereto) constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof and supersedes all prior written agreements or understandings, oral negotiationsor written, representations, agreements, commitments, contracts or understandings with respect thereto and no modificationto such matters. The Parties acknowledge that this Agreement has not been entered into wholly or partly in reliance on, alteration nor has either party been given, any warranty, statement, promise or amendment to representation by the other or on its behalf other than as expressly set out in this Agreement. This Agreement may be made unless the same shall be in amended or modified only by a writing and signed by both of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral negotiationsnegotiations or agreements between them regarding the subject matter hereof. No addition, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration modification or amendment of or to any term or provision of this Agreement, or to this Agreement may be made unless the same as a whole, shall be effective unless set forth in writing and signed by both of all the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof matters set forth herein and supersedes all prior written understandings or oral negotiations, representations, agreements, commitments, contracts or understandings agreements between the parties with respect thereto and no modificationto such matters. This Agreement, alteration including all schedules hereto, may only be amended, modified or amendment supplemented by written agreement of all parties to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoAgreement.

Entire Agreement; Amendment. This Letter Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior written agreements between the parties hereto relating to the matters contained herein and may not be modified, waived or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto terminated orally and no modification, alteration or amendment to this Agreement may only be made unless the same shall be amended by an agreement in writing and signed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between of the parties hereto Parties with respect to the subject matter hereof matters discussed herein, and supersedes all prior or contemporaneous discussions, communications, or agreements, expressed or implied, written or oral negotiationsoral, representations, agreements, commitments, contracts by or understandings with respect thereto and no modification, alteration or amendment to this between the Parties. This Agreement may cannot be made unless amended without the same shall be in writing written and signed by both approval of the parties heretoall Parties.

Entire Agreement; Amendment. (a) This Agreement constitutes contains the entire agreement between among the parties hereto Parties with respect to the subject matter hereof transactions contemplated in this Agreement, and supersedes all prior written or agreements and negotiations and oral negotiationsunderstandings, representationsif any, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretothereto.

Entire Agreement; Amendment. This Agreement Agreement, together with the documents expressly referred to herein, constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof contained herein and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or agreements and understandings among the parties with respect thereto and no to such subject matter. This Agreement may not be modified, amended, altered or supplemented except by an agreement in writing executed by the party against whom such modification, amendment, alteration or amendment supplement is sought to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoenforced.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior understandings or agreements, whether written or oral, with respect to the subject matter hereof and supersedes all prior written hereof. No amendment or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to modification of this Agreement may be made unless the same shall be valid unless it is in writing and signed by both of the parties heretoeach party.

Entire Agreement; Amendment. This Agreement (including the Annex hereto and any documents and instruments referred to herein) taken together with the Transaction Agreement, constitutes the entire agreement between among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof hereof, and supersedes all the parties hereto specifically disclaim reliance on any such prior written understandings, agreements or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment representations to the extent not embodied in this Agreement. This Agreement may not be made unless the same shall be amended except by an instrument in writing and signed by both each of the parties hereto.

Entire Agreement; Amendment. This Agreement Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitmentsboth oral and written, contracts or understandings with respect thereto and no modification, alteration to the subject matter hereof. No amendment or amendment to modification of this Agreement may be made unless the same or any provision or attachment of this Agreement shall be effective unless in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties Parties hereto with respect relating to the subject matter hereof and supersedes all any prior communications, understandings and agreements between the Parties and shall not be subsequently waived, amended, limited, or modified by any “clickthrough” or similar electronic acknowledgement or agreement. This Agreement shall only be modified, amended, waived or limited by a written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless instrument executed by the same shall be in writing and signed by both of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between obligations of the parties hereto with respect to the subject matter hereof of this Agreement and supersedes all any prior written expression of intent or oral negotiations, representations, agreements, commitments, contracts or understandings understanding with respect thereto and no modificationto the subject matter of this Agreement or understanding with respect to the transactions contemplated by this Agreement. For greater certainty, alteration none of the parties makes any representation or amendment to warranty, express or implied, except as set forth in this Agreement or as may be set forth in a subsequent definitive agreement. This Agreement may be made unless the same shall be amended only in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes contains the final and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes hereof, supersede all prior oral and written or oral negotiations, representations, agreements, commitments, contracts or understandings memoranda and agreements with respect thereto to the matters contemplated herein, and no modification, alteration is intended to be an integration of all prior negotiations and understandings. No change or amendment to modification of this Agreement may shall be made valid unless the same shall be is in writing and signed by both of the parties heretoSeller and Purchaser.

Entire Agreement; Amendment. This The parties understand and expressly agree that (i) this Agreement constitutes shall constitute the entire agreement between the parties hereto with respect relative to the subject matter hereof and thus this Agreement supersedes and revokes any and all prior agreements, whether written or oral negotiationsrelative to the subject matter hereof, and (ii) there are no representations, warranties or agreements, commitmentseither express or implied or oral or written, contracts or understandings with respect thereto and no modification, alteration or amendment to this except as set forth herein. This Agreement may be made unless the same shall be modified only in a writing and signed executed by both of the parties heretothat specifically indicates it is amending this Agreement.

Entire Agreement; Amendment. This Agreement constitutes represents the entire agreement between the parties hereto Parties with respect to the subject matter hereof transactions contemplated hereby and supersedes all prior written agreements, understandings or oral negotiations, representations, agreementswhether oral or written, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and waived or modified only by a subsequent written agreement signed by both of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement constitutes contains the entire agreement between understanding of the parties hereto with respect to on the subject matter hereof and supersedes all prior any previous agreements or understandings, written or oral negotiationsoral, representationsin effect between the parties relating to the subject matter hereof, agreementswith the exception of the confidentiality obligations between the parties, commitments, contracts which is subject to a separate confidentiality agreement. No amendment or understandings with respect thereto and no modification, alteration or amendment to modification of this Agreement may be made unless the same shall be effective or binding unless agreed to in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties hereto (whether written or oral), with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration contained in this Agreement. No modification or amendment to of this Agreement may will be effective unless made unless the same shall be in a writing and signed executed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement (together with the Exhibits and Schedules hereto) constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof and contained herein, supersedes all prior oral or written or oral negotiations, representations, agreements, commitments, contracts commitments or understandings between the parties with respect thereto thereto, and no modificationcannot be amended, alteration supplemented or amendment to this Agreement may be made unless the same shall be otherwise modified except in a writing and signed executed by both each of the parties heretoParties.

Entire Agreement; Amendment. This Agreement constitutes represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written or and all contemporaneous oral negotiations, representations, agreements, commitments, contracts or commitments and understandings between such parties with respect thereto and no modification, alteration or amendment to this the subject matter hereof. This Agreement may be made unless the same shall be in writing and signed modified or amended only by both of the a written instrument executed by all parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect relating to the subject matter hereof matters discussed herein and supersedes all prior or contemporaneous oral and written or oral negotiationsunderstandings, representations, agreements, commitments, contracts or understandings agreements and arrangements with respect thereto and no modification, alteration to any information disclosed or amendment to received under this Agreement. This Agreement may be made unless amended or modified only with the same shall be in writing and signed by both mutual written consent of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof transactions contemplated hereby and supersedes all prior and contemporaneous written or and oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto representations and no modification, alteration or amendment communications between the parties relating to this such transactions. This Agreement may be made unless the same shall be in amended, supplemented, or otherwise modified only by a writing and signed by both of the parties heretoparties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

Entire Agreement; Amendment. This Agreement constitutes is the entire agreement between the parties hereto with respect as to the its subject matter hereof matter, and supersedes all prior written or oral negotiations, representations, agreements, commitmentspromises or representations are incorporated herein. This Agreement is the result of good faith negotiations between the parties, contracts and the parties agree that no inference in favor of or understandings with respect thereto and no modification, alteration or amendment to against any party may be drawn from the fact that such party drafted any portion of this Agreement. This Agreement may be made unless amended only by a writing executed by the same shall be in writing and signed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement Agreement, including the Exhibit(s) attached hereto which are incorporated herein by reference, constitutes the entire understanding and only agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior written or oral contemporaneous negotiations, representations, agreementsagreements and understandings, commitmentswritten or oral, contracts or understandings that the parties may have reached with respect thereto and no modification, alteration to the subject matter hereof. No agreements altering or amendment to this Agreement supplementing the terms hereof may be made unless the same shall be in writing and except by means of a written document signed by both the duly authorized representatives of each of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiationscontemporaneous communications, representations, agreements, commitments, contracts agreements or understandings with respect thereto and no modification, alteration of any nature whether oral or amendment to this in writing between the parties. This Agreement may be made unless the same shall be in modified, amended or supplemented only by a further writing and signed executed by both of the parties heretoparties.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between among the parties hereto Parties with respect to the subject matter hereof hereof, and supersedes all prior written or and oral negotiations, representations, agreements, commitments, contracts or understandings agreements with respect thereto and no modification, alteration or amendment to the matters covered by this Agreement. This Agreement may not be made unless the same shall be amended except by an instrument in writing and signed by both each of the parties heretoParties and consented to in writing by City.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement understanding between the parties hereto with respect to concerning the subject matter hereof hereof, and there are no collateral, oral or written agreements or understandings. This Agreement supersedes all any prior oral or written agreement or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless understanding between the same shall be in writing and signed by both of the parties hereto.parties. (Signature Page follows)

Entire Agreement; Amendment. This Agreement constitutes the entire agreement understanding between the parties hereto and their affiliates with respect to the subject matter hereof and supersedes supersede all prior written or oral negotiations, representationsdiscussions, preliminary agreements, commitments, contracts or understandings with respect thereto executed agreements and no modification, alteration or amendment to this understandings. This Agreement may not be made unless the same shall be amended except in writing and signed executed by both of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes sets forth the entire agreement between the parties hereto and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter hereof and supersedes all prior written or oral negotiationsof this Agreement. No change, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration addition or amendment to this Agreement may shall be made unless the same shall be in writing and hereto, except by written agreement signed by both all of the parties hereto.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto Parties as of the Effective Date with respect to the subject matter hereof and supersedes any and all prior written or oral negotiations, representations, agreements, commitmentsunderstandings and representations relating thereto. This Agreement may not be amended, contracts modified or understandings with respect thereto and no modification, alteration or changed except as mutually agreed in a writing executed by all Parties intended to be an amendment to this Agreement may be made unless the same shall be in writing and signed by both of the parties heretoAgreement.

Entire Agreement; Amendment. This The parties hereto acknowledge that this Agreement constitutes (including any schedules and exhibits hereto) sets forth the entire agreement between and understanding of the parties hereto with respect as to the subject matter hereof hereof, and supersedes all prior shall not be subject to any change of modification except by the execution of a written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this Agreement may be made unless the same shall be in writing and instrument signed by both of the parties hereto, and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter and supersedes all prior agreements, representations and understandings of the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral negotiations, representations, agreements, commitments, contracts or understandings with respect thereto and no modification, alteration or amendment to this hereof. This Agreement may be made unless the same shall be in writing and signed supplemented, modified or amended only by both a written instrument executed by each of the parties hereto.