Common use of Entire Agreement; Schedules; Amendment; Waiver Clause in Contracts

Entire Agreement; Schedules; Amendment; Waiver. Except as set forth in the subsequent sentence, this Agreement and the Trademark License Agreement and the exhibits and schedules hereto and thereto, embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein. Notwithstanding anything to the contrary contained in this Agreement, each and every term or provision contained in the Partnership Agreement and the related Amended and Restated Management and Services Agreement dated as of the date hereof among the parties thereto (the "Management and Service Agreement") shall govern in the event of any conflict with any term or provision in this Agreement, without limitation. Any ambiguities in any such determination should be resolved in favor of the reading of the Partnership Agreement and the Management and Services Agreement. No amendment, waiver of compliance with any provision or condition hereof, or consent pursuant to this Agreement, shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of any amendment, waiver or consent is sought. No failure or delay on the part of Venture or Representative in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties to this Agreement are cumulative and are not exclusive of any right or remedies which either may otherwise have.

Entire Agreement; Schedules; Amendment; Waiver. Except as set forth in the subsequent sentenceThis Agreement, this Agreement and the Trademark License Agreement and the exhibits and schedules hereto and thereto, embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements agreements and understandings relating to the matters provided for herein. Notwithstanding anything Any matter that is disclosed in a schedule hereto in such a way as to make its relevance to the contrary contained information called for by another schedule readily apparent shall be deemed to have been included in this Agreementsuch other schedule, each and every term or provision contained in notwithstanding the Partnership Agreement and the related Amended and Restated Management and Services Agreement dated as omission of the date hereof among the parties thereto (the "Management and Service Agreement") shall govern in the event of any conflict with any term or provision in this Agreement, without limitation. Any ambiguities in any such determination should be resolved in favor of the reading of the Partnership Agreement and the Management and Services Agreementan appropriate cross-reference. No amendment, waiver of compliance with any provision or condition hereof, or consent pursuant to this Agreement, Agreement shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of any waiver, amendment, waiver change, extension or consent discharge is sought. No failure or delay on the part of Venture Buyer or Representative Seller in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties to this Agreement are cumulative and are not exclusive of any right or remedies which either may otherwise have.

Entire Agreement; Schedules; Amendment; Waiver. Except as set forth in the subsequent sentence, this This Agreement and the Trademark License Agreement Purchase Agreement, and the exhibits and schedules hereto and thereto, embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein. Notwithstanding anything Any matter that is disclosed in a Schedule to this Agreement or the Purchase Agreement in such a way as to make its relevance to the contrary contained information called for by another Schedule readily apparent shall be deemed to have been included in this Agreementsuch other Schedule, each and every term or provision contained in notwithstanding the Partnership Agreement and the related Amended and Restated Management and Services Agreement dated as omission of the date hereof among the parties thereto (the "Management and Service Agreement") shall govern in the event of any conflict with any term or provision in this Agreement, without limitation. Any ambiguities in any such determination should be resolved in favor of the reading of the Partnership Agreement and the Management and Services Agreementan appropriate cross-reference. No amendment, waiver of compliance with any provision or condition hereof, or consent pursuant to this Agreement, Agreement shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of any waiver, amendment, waiver change, extension or consent discharge is sought. No failure or delay on the part of Venture RASA or Representative Topaz in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties to this Agreement are cumulative and are not exclusive of any right or remedies which either may otherwise have.