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

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, the schedules and the Exhibits and Schedules exhibits attached hereto constitute 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 matters matter hereof among such parties. This Agreement may be amended, and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and observance of no further effect. Any any term of this Agreement may be amended, waived, or discharged with (either prospectively or retroactively, and either generally or in a particular instance), by a only with) the written instrument signed by all consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, the Schedules and the agreements attached as Exhibits and Schedules hereto constitute 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 matters matter hereof among such parties. This Agreement may be amended, and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and observance of no further effect. Any any term of this Agreement may be amended, waived, or discharged with (either prospectively or retroactively, and either generally or in a particular instance), by a only with) the written instrument signed by all consent of the parties to this AgreementCompany and the Investors.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All thereof and supersede all prior understandings agreements, understandings, promises, representations and agreements among warranties made by all or any of the parties (or anyone on their behalf) are void and of no further effecthereto with respect to such subject matters. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this Agreement.Agreement.24

Entire Agreement; Amendment and Waiver. This Agreement Agreement, the schedules and the Exhibits and Schedules exhibits attached hereto constitute 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 matters matter hereof among such parties. This Agreement may be amended, and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and observance of no further effect. Any any term of this Agreement may be amended, waived, or discharged with (either prospectively or retroactively, and either generally or in a particular instance), by a only with) the written instrument signed by all consent of the parties to this AgreementCompany and the Investors.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto and the other agreements hereunder constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all the parties consent of each party to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this AgreementCompany and New Check-Cap.

Entire Agreement; Amendment and Waiver. This Agreement Agreement, including the Schedules and Exhibits hereto, constitutes and contains the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties hereto with regard respect to the subject matters hereof transactions contemplated hereby and thereof. All supersedes any prior understandings and agreements among writing by the parties (or anyone on their behalf) are void and of no further effectparties. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term of this Agreement may be waived (either prospectively or retroactively, and either generally or in a particular instanceinstance and either retroactively or prospectively), by a only with the written instrument signed by all consent of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All thereof and terminates and cancels any prior understandings and agreements among agreement or understanding between the Parties, including the Terms Sheet signed between the parties (or anyone on their behalf) are void April 10, 2009 and of no further effectamended on June 29, 2009. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) Parties are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all the parties Parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereof. All prior understandings thereof and agreements among supersedes in full the parties (or anyone on their behalf) are void and of no further effectRegistration Rights Agreement. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties Parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto and any agreements contemplated herein and therein constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), ) only by a written instrument signed by all agreement of each of the parties to this Agreementhereto.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All thereof and supersede all prior understandings agreement and agreements among understanding, both oral and written between parties with respect to the parties (or anyone on their behalf) are void and subject matter of no further effectthis Agreement,. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by ) with the written consent of the Company and the Major Shareholders holding a written instrument signed by all majority of the parties to this AgreementRegistrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this AgreementCompany and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement and the Schedules and Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance) only with the written consent of the Company, Vitalife (as defined in Schedule A) and Medica (as defined in Schedule A), by a written instrument signed by all the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) Parties, including the Term Sheet executed by the Parties, are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all consent of the parties to this Agreementhereto, other than the Registration Rights Agreement which may only be amended as set forth therein).

Entire Agreement; Amendment and Waiver. This Agreement and constitutes the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between of the parties with regard hereto relating to the subject matters matter hereof and thereofsupersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. All prior understandings Schedule I attached hereto is made part of the Agreement In the event of a conflict between the terms of the Agreement and agreements among Schedule I the parties (or anyone on their behalf) are void terms of Schedule I shall govern. This Agreement may be amended, and the observance of no further effect. Any any term of this Agreement may be amended, waived, or discharged with (either prospectively or retroactively, and either generally or in a particular instance), by a only with) the written instrument signed by all the parties to this Agreementconsent of both parties.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute (including all Schedules) constitutes the full and entire understanding and agreement between the parties with regard to the subject matters matter hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all the parties consent of each party to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules attached hereto constitute the full and entire understanding and agreement between the parties Parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effecthereof. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a written instrument ) only with an agreement in writing duly signed by all the parties to Parties. . In the event of any conflict between this AgreementAgreement (or any portion thereof) and any other agreement between the parties, the terms of this Agreement shall prevail.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this AgreementCompany and the Holders of at least 2/3 of the Registrable Shares.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings thereof and agreements among any other written or oral agreement relating to the subject matter hereof existing between the parties (or anyone on their behalf) are void and of no further effectis expressly canceled. Any term of this Agreement may be amended, waived, or discharged amended only with the written consent of the Parties. The observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this Agreementparty against such waiver is sought.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended only with the written consent of the Company and the Purchaser and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties party against whom such waiver is to this Agreementbe effective.

Entire Agreement; Amendment and Waiver. This Agreement together -------------------------------------- with and the Schedules and Exhibits hereto and Schedules hereto thereto, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to of this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto hereto, together with the provisions of the Founders Agreement that are incorporated by reference herein, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effecthereof. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. (a) This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of both of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All thereof and supersede all prior understandings agreement and agreements among understanding, both oral and written between parties with respect to the parties (or anyone on their behalf) are void and subject matter of no further effectthis Agreement. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by ) with the written consent of the Company and the Invetsors holding a written instrument signed by all majority of the parties to this AgreementRegistrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All , and supersede any prior understandings and agreements among the parties (understanding or anyone on their behalf) are void and of no further effectagreement with respect to its subject matter. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this AgreementCompany and the Shareholders.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) parties, including any term sheets exchanged by the parties, are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All , and supersedes all prior agreements and understandings and agreements among or between any of the parties (or anyone on their behalf) are void relating to the subject matter hereof and thereof, except for the Letter of no further effectAgreement. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) with the written instrument signed by all the consent of parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto hereto, together with the Teaming Agreement, constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All thereof and supersede all prior understandings agreement and agreements among understanding, both oral and written between parties with respect to the parties (or anyone on their behalf) are void and subject matter of no further effectthis Agreement. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by ) with the written consent of the Company and the Investors holding a written instrument signed by all majority of the parties to this AgreementRegistrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior representations, understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged (discharged, either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all consent of Company and Lead Investor, other than the parties to this Registration Rights Agreement, which may only be amended as set forth therein.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings thereof and agreements among supersedes in full the parties (or anyone on their behalf) are void and of no further effectRegistration Rights Agreement. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by consent of all of the parties to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement, including the Schedules and Exhibits hereto, constitutes and contains the entire Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties hereto with regard respect to the subject matters hereof transactions contemplated hereby and thereofsupersede any prior writing by the parties. All prior understandings and agreements among the The parties (or anyone on their behalf) are void and of no further effect. Any term of may, by mutual agreement in writing, amend this Agreement may be amendedin any respect, waived, or discharged (either prospectively or retroactively, and either generally or in a particular instance), by a written instrument signed by all the parties to this Agreement.and

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this AgreementCompany and the Purchaser.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules attached hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings and agreements among the parties (or anyone on their behalf) are void and of no further effect. Any term of this Agreement may be amended, waived, or discharged amended and the observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this AgreementCompany and the Investor.

Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits and Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. All prior understandings thereof and agreements among any other written or oral agreement relating to the subject matter hereof existing between the parties (or anyone on their behalf) are void and of no further effectexpressly canceled. Any term of this Agreement may be amended, waived, or discharged amended only with the written consent of the Company and the Investor. The observance of any term hereof may be waived (either prospectively or retroactively, retroactively and either generally or in a particular instance), by a ) only with the written instrument signed by all consent of the parties to this Agreementparty against such waiver is sought.