Common use of Entire Agreement, Amendments and Waiver Clause in Contracts

Entire Agreement, Amendments and Waiver. The Contribution Agreement, this Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including the exhibits and schedules hereto and thereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person any rights or remedies hereunder except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the Contribution Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including the exhibits and schedules hereto and thereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement, Amendments and Waiver. The Contribution This Agreement, this Agreement the Settlement Documents, all exhibits hereto or thereto and the documents any other agreements and instruments and other agreements specifically referred to herein delivered by the parties in connection herewith or therein or delivered pursuant hereto or thereto, including the exhibits and schedules hereto and thereto, (a) therewith constitute the entire agreement among between the Parties parties pertaining to the subject matter contained herein, and supersede all prior and contemporaneous agreements, representations and understandings -- whether oral, written or both -- of the parties with respect to the subject matter hereof hereof. In the case of this particular Agreement and supersede all the Settlement Documents, there have been no prior agreements or contemporaneous agreement and understandingsthe Settlement Documents, both written there have been no prior or contemporaneous agreements, representations and oral, understandings between or among the Parties with respect to parties hereto or thereto, and the subject matter hereof only agreement that formed the topic of negotiations and (b) are not intended to confer upon any other Person any rights or remedies hereunder except as otherwise expressly provided discussions is contained herein or therein. Each Party agrees The parties agree that (i) this Agreement, the Settlement Documents and any exhibits hereto and thereto may not be modified, and that no other Party (including its agents and representatives) has made any representationattempted modification by the parties shall be binding upon either party hereto, warranty, covenant or agreement to or with such Party relating unless contained in a written instrument executed by all the parties to this Agreement Agreement. Accordingly, this Agreement, the Settlement Documents and any exhibits hereto and thereto may not be modified by a writing that is unsigned by one or all of the transactions contemplated herebyparties hereto, other than those expressly set forth in the Contribution and this Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including the exhibits and schedules hereto and thereto, and (ii) such Party has Settlement Documents may not relied upon be modified by any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No oral amendment, supplement, modification oral agreement or waiver of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedoral modification.

Entire Agreement, Amendments and Waiver. The Contribution AgreementThis Agreement (together with any Exhibits, this Agreement Annexes, and the documents Schedules hereto) and instruments all certificates, documents, instruments, and other agreements specifically referred to herein or therein or writings that are delivered pursuant hereto or thereto, including the exhibits and schedules hereto and thereto, (a) constitute contain the entire agreement among understanding of the Parties with respect to the subject matter hereof transactions contemplated hereby and supersede all prior agreements agreements, arrangements, and understandings, both written and oral, among the Parties with respect understandings relating to the subject matter hereof and (b) are not intended to confer upon any other Person any rights or remedies hereunder except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the Contribution Agreement and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or theretohereof, including the exhibits Term Sheet, but excluding the Non-disclosure Agreement, which shall continue to be binding on NWS and schedules hereto and theretoTyler. This Agreement may be amended, and (ii) such Party has not relied upon any representationsuperseded, warrantyor canceled only by a written instrument duly executed by the Parties specifically stating that it amends, covenant supersedes, or agreement relating to cancels this Agreement or Agreement. Any of the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver terms of this Agreement shall and any condition to a Party’s obligations hereunder may be binding unless executed waived only in writing by the Partiesthat Party specifically stating that it waives a term or condition hereof. No waiver by a Party of any one or more conditions or defaults by the other in performance of any of the provisions of this Agreement shall operate or be deemed or shall constitute construed as a waiver of any other provision hereof (regardless future conditions or defaults, whether of whether similar)a like or different character, nor shall any such the waiver constitute a continuing waiver unless otherwise expressly provided. Notwithstanding anything to the contrary contained herein, Section 15.2, this Section 15.3, Section 15.4, Section 15.8, and Section 15.15 may not be amended, superseded, cancelled or waived in a manner that impacts or is adverse in any respect to any Financing Source without the prior consent of such Financing Source.