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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Investors holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties Parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties Parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersedes all prior agreements or understandings with respect to the subject matter hereof among the parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of each of the parties hereto. Any such waiver does not imply or express that any other similar or dissimilar waiver shall be granted or agreed to this Agreementby the Company.

Entire Agreement; Amendment and Waiver. (a) This Agreement constitutes contains the full and entire understanding of the parties hereto with respect to and agreement supersedes all prior agreements, both written and oral, between the parties with regard to parties, or any of them, relating to, the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Holders of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Any term of this Agreement , and may be amended and the observance of any term hereof may be or waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereof, including the Prior Agreement. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this Agreementparties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only waived, with the written consent of the parties to this AgreementCompany and each of the Purchasers.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understandings among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this Agreementparties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto, and supersedes all prior agreements or understandings (written or oral) among such parties, with regard respect to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and all of the Investor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto with regard respect to the subject matter hereof and supersedes all prior understanding among such parties with respect to such subject matter. Subject to the terms of Section 2(i) hereof. Any , this Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties Parties (including the Company) with regard to the subject matter matters hereof and thereof and supersedes any prior oral or written agreement concerning the subject matters hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all Parties (including the parties to this AgreementCompany).

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereofmatters covered herein (other than the Restructuring Support Agreement and Backstop Agreement). Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Subscriber.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) waived, only with the written consent of the parties to this AgreementCompany and the Holders of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes contains the full complete and entire understanding and agreement between of the parties with regard respect to the subject matter hereof. Any term of this Agreement may matters covered and no change or amendment shall be amended valid unless it is made in writing and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of executed by the parties to this Agreement. No specific waiver or forbearance for any breach of any of the terms of this Agreement shall be considered as a general waiver of that or any other term of this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior and contemporaneous understandings and agreements among such parties with regard respect to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Except as expressly provided or contemplated herein, this Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and Apollo or their successors or assigns.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard and fully supersede any and all prior agreements or understandings between them pertaining to the subject matter hereof. Any term of this Agreement may be amended by a signed writing entered into by the parties hereto and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties party against whom the waiver is to this Agreementbe effective.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersedes all prior understandings among such parties, between any of them and the Company or among any of them. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany, Loral and EE.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes represents the full final and entire understanding and agreement between the parties Parties with regard respect to the subject matter hereof and supersedes all prior agreements, negotiations and discussions between the Parties hereto and/or their respective counsel with respect to the subject matter hereof. Any term The provisions of this Agreement may be amended and the observance of any term hereof may be or waived (either prospectively or retroactively and either generally or in a particular instance) only with the prior written consent of the parties to Company and Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, together with the Exhibits hereto, constitutes the full and entire understanding and agreement between the parties Parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this AgreementParties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and the Appendices hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementParties hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereofmatters covered herein (other than the Commitment Agreement). Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Subscriber.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Holders of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of Premiere and the parties to this AgreementHolders of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes -------------------------------------- the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersede all prior understandings among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and any schedules, attachments, or exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreementother party.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) waived, only with the written consent of the parties to this AgreementCompany and the Stockholders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto in respect of the subject matter hereofhereof and supersedes all prior understanding among such parties as to same. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Holders of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes Agreement, together with the full other agreements specifically referred to herein, embodies the entire agreement and entire understanding and agreement between the parties hereto with regard respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. Any term The terms and provisions of this Agreement may be modified or amended and only by written agreement executed by the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.parties

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties Parties (including the Company) with regard to the subject matter matters hereof and thereof and supersedes any prior oral or written agreement concerning the subject matters hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreementall Shareholders.

Entire Agreement; Amendment and Waiver. This Agreement (including any exhibits, schedules and attachments) constitutes the full and entire understanding and agreement between of the parties to this Agreement with regard respect to the subject matter addressed herein and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. Any term of this This Agreement may not be amended or modified unless in writing by all of the parties hereto, and the observance of any term hereof no condition herein (express or implied) may be waived (either prospectively or retroactively and either generally or unless waived in a particular instance) only with writing by each party whom the written consent of the parties condition is meant to this Agreementbenefit.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this Agreementparties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between understandings of the parties hereto and supersedes all prior agreement or understandings of the parties hereto with regard respect to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of IPP and the parties to this AgreementOEM.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and supersedes any prior agreements between the parties with respect to such subject matter. Any term of this Agreement may be amended amended, and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Funder.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereofmatters covered herein (other than the Restructuring Support Agreement and Backstop Commitment Agreement). Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Subscriber.

Entire Agreement; Amendment and Waiver. This Agreement (including any exhibits and schedules hereto) constitutes the full and entire understanding and agreement between understandings of the parties hereto with regard respect to the subject matter hereofhereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and each of you.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and the Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and thereof and supersede all prior agreements among the parties with respect thereto. Any term of this Agreement may be amended amended, and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) ), only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto with regard respect to the subject matter hereofcontained herein, and supersedes all prior understandings among such parties with respect to the matters covered herein. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Plan Sponsor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between understandings of the parties hereto and supersede all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and Warburg.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof and supersedes all prior agreement and understanding, both oral and written between parties with respect to the subject matter hereofof this Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.Company and Litef Holdings, Inc.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between understandings of the parties hereto and supersedes all prior written and oral agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSellers and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and the Annexes hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the majority of the Holders.

Entire Agreement; Amendment and Waiver. This Agreement Amendment constitutes the full and entire understanding and agreement between understandings of the parties hereto and supersedes all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any term of this Agreement This Amendment may be amended amended, and the observance of any term hereof of this Amendment may be waived waived, with (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and Contractor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understandings among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSeller and Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and MRY.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended and the observance of waived, with (any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this AgreementInvestors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and supersedes any prior agreements between the parties with respect to such subject matter. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementBorrower and the Lender.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties hereto with regard respect to the subject matter hereofcontained herein and supersedes all prior oral or written agreements, if any, between the parties with respect to such subject matter. Any term of this Agreement may amendments hereto or modifications hereof must be amended made in writing and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent executed by each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard respect to the subject matter hereofsubject-matter, superseding all prior oral or written negotiations, agreements, or understandings with respect to such subject-matter. Any term of this This Agreement may be amended amended, supplemented, or varied at any time, in any way, and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) all respects, but only with the written consent of by an instrument in writing executed by the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes agreement and the other documents delivered herewith constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementPurchaser and the Company.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understanding among such parties with regard respect to the subject matter hereofherein. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and thereof; and any and all previous agreements are hereby terminated and shall have no further force or effect. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Holder.

Entire Agreement; Amendment and Waiver. This All prior or contemporaneous agreements, contracts, promises, representations and statements, if any, among the parties hereto, or their representatives are merged into this Agreement constitutes and this Agreement shall constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofthem. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties party to this Agreementbe charged.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full entire agreement and entire understanding and agreement between of the parties hereto with regard respect to the subject matter hereofhereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSellers and the Buyer.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understandings among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSeller and the Purchaser.

Entire Agreement; Amendment and Waiver. All prior or contemporaneous agreements, contracts, promises, representations and statements, if any, among the parties hereto, or their representatives, relating to the subject matter of this Agreement are merged into this Agreement and this Agreement shall constitute the entire agreement between them. This Agreement constitutes the full and entire understanding and agreement between among the parties with regard to the subject matter hereofparties. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreementeach party hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understandings among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSeller and the Company.

Entire Agreement; Amendment and Waiver. This The Agreement constitutes the full and entire understanding and agreement between of the parties with regard to the subject matter hereofhereto and supersedes all prior understandings among such parties. Any term of this The Agreement may be amended amended, and the observance of any term hereof of the Agreement may be waived waived, with (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSeller and Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties Parties with regard to the subject matter hereofmatters addressed herein, and supersedes any oral or written agreement with regard to the matters addressed herein. Any term of this Agreement may be amended amended, and the observance of any term hereof of this Agreement may be waived (either prospectively retroactively or retroactively prospectively, and either generally or in a particular instance) only solely with the written consent of the parties to this AgreementShareholders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes constitute the full and entire understanding and agreement between the parties with regard to the subject matter matters hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties Parties with regard to the subject matter hereofmatters hereof and thereof. Any Only upon the written consent of Todos and Amarantus may any term of this Agreement may be amended and the observance or performance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement).

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard hereto and supersedes all prior term sheets, letters of intent, agreements or understandings among such parties relating to the subject matter hereof. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and Warburg.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement. 8.5.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and supersedes any prior agreements between the parties with respect to such subject matter. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and the Lenders advancing a majority of the Loan Amount, which amendment shall then be binding upon all Lenders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the all parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereofherein. Any term of this This Agreement may be amended and the observance of any term hereof of this Agreement may be waived with (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto with regard respect to the subject matter hereofdescribed herein and supersedes all prior understanding among such parties with respect thereto. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement.Company, and the holders of at least a majority of the outstanding Registrable Securities, provided that any amendment that has a direct adverse effect on the rights hereunder of any

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the all parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofhereof and thereof and supersedes all prior agreements among the parties. Any term of this Agreement may be amended amended, and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementWarrant Recipient and the written consent of the Company.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties hereto and supersedes all prior understandings among such parties with regard respect to the subject matter hereofmatters covered herein (other than the Backstop Commitment Letter and the Registration Rights Agreement). Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementIssuer and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersede all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementSeller and the Purchasers.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term The provisions of this Agreement may be amended or waived upon the written agreement of the Company, Highline and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementMajority Shareholders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and any documents expressly referred to in this Agreement constitute the full and entire understanding and agreement between the parties with regard Parties and supersede all prior understandings and agreements, whether written or oral, that may relate to the subject matter hereofof this Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be amended, modified, or waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to Parties or their respective permitted successors and assigns. Any amendment or waiver affected in accordance with this Agreementsection shall be binding upon the Parties and their respective successors and assigns.

Entire Agreement; Amendment and Waiver. This Agreement constitutes agreement and the other -------------------------------------- documents delivered herewith constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementPurchaser and the Company.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, together with the schedules and exhibits attached hereto, constitutes the full and entire understanding understanding, arrangement and agreement between the parties Parties with regard to the subject matter hereofmatters hereof and thereof and terminate and replace any previous understanding, agreement and/or arrangement between the Parties relating thereto. Any Except as otherwise explicitly provided for herein, any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this AgreementParties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes contains the full complete and entire understanding and agreement between of the parties with regard respect to the subject matter hereofmatters covered. Any term No term, covenant, agreement or condition of this Agreement may be amended and the observance of amended, nor may compliance with any term hereof may such term, covenant, agreement, or condition be waived (either prospectively or retroactively and either generally or in a particular instanceinstance and either retrospectively or prospectively) only with the written consent of except by an instrument in writing duly executed and delivered by the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between of the parties with regard to hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the subject matter hereof. Any observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany, MRY and Xxxxxxxxxx.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, together with the Incorporation Documents of the Company, constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereofmatters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this AgreementCompany and Fortissimo.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the full and entire understanding and agreement between of the parties hereto with regard respect to the subject matter hereofdescribed herein and supersedes all prior understanding among such parties with respect thereto. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes constitute the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matter hereofhereof and supersede all prior understandings among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this AgreementStockholder Representatives.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between understandings of the parties hereto and supersede all prior agreements or understandings with regard respect to the subject matter hereofhereof among such parties. Any This Agreement may be amended, and the observance of any term of this Agreement may be amended waived, with (and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instanceonly with) only with the written consent of each of the parties to this Agreementhereto.