Etc. Uses in Entire Agreement Clause

Entire Agreement from Amendment to Credit and Security Agreement

CONSENT AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this Agreement) is dated as of April 24, 2017, and is effective as of the Consent Effective Date (as defined in in Section 6), by and among FLEXION THERAPEUTICS, INC., a Delaware corporation (the Borrower), the financial institutions or other entities from time to time parties thereto as lenders (the Lenders), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust (MidCap), as Agent (in such capacity, Agent).

Entire Agreement. The Credit Agreement and the other Financing Documents as and when amended through this Agreement embody the entire agreement between the parties hereto relating to the subject matter thereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter thereof.

Entire Agreement from Security Agreement

Pursuant to the Subordinated Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the Indenture; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among the Grantor, the Trustee and the Secured Party, the Holders have agreed to purchase Securities from the Grantor. In order to induce the Holders to purchase such Securities, the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor hereby agrees as follows:

Entire Agreement. This Agreement embodies the entire agreement and understanding between the Grantor and the Secured Party with respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. The Grantor acknowledges and agrees that there is no oral agreement between the Grantor and the Secured Party which has not been incorporated in this Agreement.

Entire Agreement from Security Agreement

Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the Indenture; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among the Grantor, the Trustee, and the Secured Party, the Holders have agreed to purchase Securities from the Grantor. In order to induce the Holders to purchase such Securities, the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor hereby agrees as follows:

Entire Agreement. This Agreement embodies the entire agreement and understanding between the Grantor and the Secured Party with respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. The Grantor acknowledges and agrees that there is no oral agreement between the Grantor and the Secured Party which has not been incorporated in this Agreement.

Entire Agreement from Credit and Guaranty Agreement

This AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 17, 2016 (this Amendment), is made by and among Lannett Company, Inc., a Delaware corporation (the Borrower), each incremental term lender party hereto (collectively, the Incremental Term Lenders) and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the Administrative Agent). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

Entire Agreement. This Amendment, the Credit Agreement, and the other Credit Documents constitute the entire agreement among the parties hereto relating to the subject matter hereof and thereof and supersede all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Credit Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Amendment is a Credit Document. This Amendment shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Credit Documents shall, to the extent not paid or exchanged on or prior to the First Amendment Effective Date, shall continue to be owing under the Credit Agreement or such other Credit Documents until paid in accordance therewith.

Entire Agreement from Investment Agreement

This Claim Investment Agreement ("Agreement) is made and entered into on March 4, 2016, by and between Hillair Capital Management LLC, a Delaware limited liability company with offices at 345 Lorton Avenue, Suite 303, Burlingame, CA 94010 ("HCM") and Pro fit Optix, Inc. a Wyoming corporation with offices at 7501 Esters Blvd., Suite 100, Irving, TX 75063 ("PFO," or the "Corporation"). HCM and PFO shall be individually referred to as a "Party" and collectively as the "Parties."

Entire Agreement. This Agreement, any supplements hereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning the subject matter hereof and thereof between the Parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. In the event of any inconsistency between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall govern.

Entire Agreement from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this 30th day of September, 2015, by and between Cynthia A. Fields (the "Indemnified Party") and CHICO'S FAS, INC., a Florida corporation (the "Corporation").

Entire Agreement. This Agreement constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.(d) Specific Enforcement. (i) The parties agree and acknowledge that in the event of a breach by the Corporation of its obligation promptly to indemnify the Indemnified Party as provided in this Agreement, or breach of any other material provision of this Agreement, damages at law will be an insufficient remedy to the Indemnified Party. Accordingly, the parties agree that, in addition to any other remedies or rights that may be available to the Indemnified Party, the Indemnified Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain temporary or permanent injunctions to compel specific performance of the obligations of the Corporation under this Agreement.(ii) There shall exist in such action a rebuttable presumption that the Indemnified Party has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that the relevant standards have not been met by the Indemnified Party shall be on the Corporation. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the Indemnified Party has not met such applicable standard of conduct, shall (X) constitute a defense to the action, (Y) create a presumption that the Indemnified Party has not met the applicable standard of conduct, or (Z) otherwise alter the presumption in favor of the Indemnified Party referred to in the preceding sentence.(e) Cost of Enforcement; Interest. (i) If the Indemnified party engages the services of an attorney or any other third party or in any way initiates legal action to enforce his rights under this Agreement, including but not limited to the collection of monies due from the Corporation to the Indemnified Party, the prevailing party shall be entitled to recover all reasonable costs and expenses (including reasonable attorneys' fees before and at trial and in appellate proceedings). Should the Indemnified Party prevail, such costs and expenses shall be in addition to monies otherwise due him under this Agreement.(ii) If any monies shall be due the Indemnified Party from the Corporation under this Agreement and shall not be paid within 30 days from the date of written request for payment, interest shall accrue on such unpaid amount at the rate of 2% per annum in excess of the prime rate announced from time to time by Bank of America, or such lower rate as may be required to comply with applicable law from the date when due until it is paid in full.(f) Application to Third Parties, Etc. Nothing in this Agreement, whether express or implied, is intended or should be construed to confer upon, or to grant to, any person, except the Corporation, the Indemnified Party and their respective heirs, assignees and successors, any claim, right or remedy under or because of this Agreement or in any provision of it. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns, heirs and personal representatives, as the case may be, of the parties, including any successor corporation resulting from a merger, consolidation, recapitalization, reorganization, sale of all or substantially all of the assets of

ENTIRE AGREEMENT from Consulting Services Agreement

This Royalty and Consulting Services Agreement (Agreement) is made effective as of December 28, 2014 (the Effective Date) by and between UNITED CANNABIS CORPORATION (UCANN), a Colorado corporation and FoxBarry Farms, LLC (FoxBarry), a Nevada LLC, UCANN and FoxBarry may be referred to herein collectively as the Parties. In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ENTIRE AGREEMENT. This Agreement or any renewal, including appendices and exhibits, constitute the entire agreement and understanding between the Parties and cancels, terminates, and supersedes any prior agreement or understanding, written or oral, relating to the subject matter hereof between FoxBarry and UCANN, except for the Product Development Agreement (see Schedule X) being signed contemporaneously with this Agreement and any renewals thereof. There are no representations, promises, agreements, warranties, covenants or understandings other than those contained herein. None of the provisions of this Agreement may be waived or modified, except expressly in writing signed by both parties. However, failure of either party to require the performance of any term in this Agreement or the waiver by either party of any breach shall not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach. The Parties agree that this document will be executed before all items to be included in the exhibits are complete. The Parties shall endeavor to complete all items in the exhibits within 30 days of the execution date of this agreement.

ENTIRE AGREEMENT from Waiver and Agreement

This Third Limited Waiver and Agreement dated as of July 28, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the "Administrative Agent").

ENTIRE AGREEMENT. THIS WAIVER AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Entire Agreement from Stock Purchase Agreement

STOCK PURCHASE AGREEMENT (this Agreement), dated as of August 8, 2014, by and among KMS Financial Services, Inc., a Washington corporation (Company), the Companys shareholders named on Annex A hereto (collectively, the Principal Shareholders), the other shareholders of the Company (Non-Principal Shareholders, and, collectively with the Principal Shareholders, the Sellers) and Ladenburg Thalmann Financial Services Inc., a Florida corporation (Parent). Capitalized terms used herein, but not otherwise defined herein, are defined in ARTICLE I.

Entire Agreement. This Agreement (including the Annexes, Exhibits and Schedules (including the Disclosure Letter) referred to herein and all documents delivered at closing or otherwise delivered hereunder) constitutes the sole and entire agreement among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Entire Agreement from Collateral Agent

This LOAN AGREEMENT, dated as of September 12, 2014 (this Agreement), is made by and among VIVINT SOLAR FINANCING I, LLC, a Delaware limited liability company (the Borrower), VIVINT SOLAR HOLDINGS, INC., a Delaware corporation (the Borrower Member), each of the other guarantors that is a party to this Agreement identified as a Guarantor on the signature pages to this Agreement and listed as a Managing Member on Appendix 4 (as updated pursuant to Section 2.10) or that shall become a Guarantor pursuant to the terms of this Agreement and a New Subject Fund Accession Agreement (each individually, a Guarantor and, collectively, the Subsidiary Guarantors, and together with the Borrower Member, collectively, the Guarantors) each of the lenders that is a signatory to this Agreement identified as a Lender on the signature pages to this Agreement and listed on Annex 2 or that shall become a Lender under this Agreement pursuant to the terms of this Agreement (each individually, a Lender and, coll

Entire Agreement. This Agreement, the Fee Letters and the other Financing Documents constitute the entire contract between the parties relative to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties. There are no unwritten oral agreements among the parties. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Financing Documents. Nothing in this Agreement or in the other Financing Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Financing Documents. *** Confidential treatment has been requested for the portions marked by ***. The confidential redacted portions have been omitted and filed separately with the Commission