Common use of Entire Agreement; Amendments and Waivers Clause in Contracts

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached Schedules hereto, constitutes constitute the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties, and there are no other warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebyall Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall to constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedagreed to in writing by the affected Party.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes and the Confidentiality Agreement, constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together ---------------------------------------- with all exhibits and schedules attached heretohereto and the Ancillary Agreements, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the Sale Order, and all exhibits Transaction Documents and schedules attached hereto, constitutes all certificates and instruments delivered pursuant hereto and thereto constitute the entire agreement between among the parties hereto Parties pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the partiesParties. This Agreement may be amended, supplemented or modified, and there are no warrantiesany of the terms, representations covenants, representations, warranties or other agreements between conditions may be waived, only by a written instrument executed by Buyer and Sellers, or in the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplementcase of a waiver, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebyParty waiving compliance. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, Agreement constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Optionee or such other person as may be permitted to exercise the Option pursuant to Section 4.2 and there are no warranties, representations or other agreements between by a duly authorized representative of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyCompany. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits exhibits, attachments and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, amendment, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision provisions hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, hereto (including the Disclosure Schedules) constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations . This Agreement may not be amended except by an instrument in writing signed by or other agreements between on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto and the Ancillary Agreements, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all exhibits Exhibits and schedules attached heretoSchedules hereto and thereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereof. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits hereto and schedules attached heretothereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . There are no warranties, representations or other agreements between among the parties in connection with the subject matter hereof except as specifically set forth specifically herein or contemplated hereby. No Any supplement, modification or waiver of this Agreement shall be binding unless executed in writing and agreed to by the party to be bound therebyall Partners. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), ) nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, Agreement constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreementsagreements (including the Letter of Intent), understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, warranties representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties, and there are no warranties, representations or other agreements between the parties Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the documents and instruments and other agreements among the parties hereto referenced herein, together with all exhibits and schedules attached heretothe Disclosure Letters and Exhibits hereto and thereto, constitutes constitute the entire agreement between among the parties hereto pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements, agreements and understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof except as set forth specifically herein hereof. This Agreement may be amended, supplemented or contemplated hereby. No supplementmodified, modification and any of the terms, covenants, representations, warranties or waiver of this Agreement shall conditions may be binding unless waived, only by a written instrument executed in writing by the party to be bound therebyParties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not the same or similar), nor shall any and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, Agreement constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreementsagreements (including the Letter of Intent), understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto (which form a part of this Agreement and are incorporated into this Agreement for all purposes), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes and the NDA (which the parties agree shall terminate on the Closing Date), constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached heretohereto (including the Disclosure Schedules), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, amendment or modification or of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless executed in writing by the party sought to be bound therebybound. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, Agreement (together with all exhibits Exhibits and schedules attached Schedules hereto), constitutes the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedules), constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the APA, together with all exhibits and schedules attached hereto, constitutes hereto and thereto constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the respect to such subject matter hereof except as set forth specifically herein or contemplated herebymatter. No supplementamendment, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar)hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided in such waiver.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warrantiesrepresentations, representations warranties or other agreements between among the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the Ancillary Agreements and all exhibits and schedules attached hereto, constitutes and the Confidentiality Agreement, constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits the Confidentiality Agreement and schedules attached hereto, constitutes the Related Agreements constitute the entire agreement between the parties hereto pertaining Parties with respect to the subject matter hereof and supersedes supersede all prior agreements, agreements and understandings, negotiations both written and discussionsoral, whether oral or written, of among the parties, and there are no warranties, representations or other agreements between the parties in connection Parties with respect to the subject matter hereof except as set forth specifically hereof. The Annexes, Schedules and the Exhibits referred to herein or contemplated herebyare attached hereto are made a part of this Agreement. No amendment, supplement, modification modification, or waiver of this Agreement shall be binding unless executed in writing by the party each Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached heretoSchedules hereto and thereto, constitutes the entire agreement between Agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided therein.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits the Plan, the LLC Agreement and schedules attached heretoany applicable Service agreement, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes fully supersede any and all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations contemporaneous agreements or other agreements understandings between the parties in connection with hereto pertaining to the subject matter hereof hereof. This Agreement may not be amended except as set forth specifically herein in an instrument in writing signed on behalf of each of the parties hereto and approved by the Board or contemplated herebythe Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the Asset Purchase Agreement, the Confidentiality Agreement and all exhibits and schedules attached hereto, constitutes delivered hereto and thereto constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules Schedules attached hereto, constitutes the entire agreement between among the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties, and there are no warranties, representations or other agreements between among the parties Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, ---------------------------------------- together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyParties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party or Parties to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with Agreement and all exhibits agreements entered into pursuant hereto and schedules attached hereto, constitutes all certificates and instruments delivered pursuant hereto and thereto constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties. This Agreement may be amended, supplemented or modified, and there are no warrantiesany of the terms, representations covenants, representations, warranties or other agreements between conditions may be waived, only by a written instrument executed by the parties Buyer and Seller, or in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplementcase of a waiver, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebywaiving compliance. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, the Closing Agreements, together with all exhibits and schedules attached heretohereto and thereto, constitutes and the Purchase Price Note constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations . This Agreement may not be amended or other agreements between supplemented except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits, Annexes and schedules attached Schedules hereto, constitutes and the other Transaction Documents constitute the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties, and there are no other warranties, representations or other agreements between the parties Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebyall Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedagreed to in writing by the affected Party.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the respect to such subject matter hereof except as set forth specifically herein or contemplated herebymatter. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Letter Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Letter Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Letter Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached Agreement (including any exhibit hereto, ) constitutes the entire agreement between of the parties and supersedes in their entirety all prior undertakings and agreements of the parties hereto pertaining with respect to the subject matter hereof hereof, including the Profits Interest Plan, the Profits Interest Agreement and supersedes all prior agreements, understandings, negotiations the LLC Agreement. This Agreement may not be amended except in an instrument in writing signed by Holder and discussions, whether oral or written, a duly authorized representative of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyCompany. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits hereto and schedules attached heretoancillary documents contemplated hereby, constitutes and any other written agreements entered into concurrently herewith shall constitute the entire agreement between understanding of the parties hereto pertaining as to the subject matter hereof and supersedes thereof and fully supersede all prior agreements, understandings, negotiations oral and discussions, whether oral or written, of the parties, written agreements and there are no warranties, representations or other agreements understandings between the parties in connection with the respect to such subject matter hereof except as set forth specifically herein or contemplated herebymatter. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Collateral Agreements, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Except as provided in any confidentiality or non-disclosure agreement executed by the Parties or their Affiliates prior to the date hereof, this Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes the entire agreement between among the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between Parties with respect to the parties in connection with the subject matter hereof except as matters set forth specifically herein or contemplated herebyherein. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, Agreement (together with all exhibits Exhibits and schedules attached Schedules hereto), constitutes the Confidentiality Agreement and the Ancillary Agreements constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached Exhibits hereto, constitutes the entire agreement Agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyherein. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedagreed to in writing by the affected party.

Entire Agreement; Amendments and Waivers. This Agreement, together with ----------------------------------------- all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by on or behalf of the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, Agreement constitutes the entire agreement between of the parties hereto pertaining with respect to the subject matter hereof matters set forth herein and supersedes all any prior agreements, commitments, drafts, communications, discussions, and understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyrespect thereto. No supplement, modification or waiver amendment to any provision of this Agreement shall in any event be binding effective unless executed the same shall be in writing and signed by the party to be bound thereby. No parties hereto; and no waiver of any provision of this Agreement, or consent to any departure by any party hereto therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the provisions of this Agreement other parties hereto. Any such amendment, waiver, or consent shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedeffective only in the specific instance and for the specific purpose for which given.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Agreement and schedules attached hereto, constitutes the appendices hereto constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandingsrepresentations, negotiations warranties, covenants and discussions, whether oral or written, understandings of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification modification, or waiver amendment of this Agreement shall be binding unless executed in writing by all the party to parties. Any term of this Agreement may be bound therebyamended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed deemed, or shall constitute a waiver of any other provision hereof (regardless of provision, whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedwaiver.

Entire Agreement; Amendments and Waivers. This Agreement, the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations . This Agreement may not be amended or other agreements between supplemented except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together ---------------------------------------- with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between Parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyParties hereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto and any other Ancillary Documents (including the Disclosure Schedule), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof hereof, and merges and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyrespect thereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by on or behalf of the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits the Plan and schedules attached heretothe Partnership Agreement, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except . Except as set forth specifically herein or contemplated herebyin Section 14 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Board. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the Ancillary Agreements and all exhibits Exhibits and schedules attached heretoSchedules hereto and thereto, constitutes and the Confidentiality Agreement constitute the entire agreement between among the parties hereto Parties pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between Parties; provided however that the parties in connection with Confidentiality Agreement shall terminate upon the subject matter hereof except as set forth specifically herein or contemplated herebyClosing. No supplement, modification modification, amendment or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Documents, together with all exhibits and schedules attached heretohereto and thereto, constitutes constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyparties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether . Whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party part to be bound hound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretothe Plan, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except . Except as set forth specifically herein or contemplated herebyin Section 15 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver 15 of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Appendices and schedules attached heretoSchedules hereto and the agreements contemplated by this Agreement, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, hereto (including the Disclosure Schedule) constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.of

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits (if any) and schedules attached hereto, constitutes the entire agreement between and among the parties Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection Parties with the respect to such subject matter hereof except as set forth specifically herein or contemplated herebymatter. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes and any other documents executed contemporaneously herewith by any of the Parties, constitute the entire agreement between among the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations negotiations, warranties, representations and discussions, whether oral or written, of the partiesParties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein their officers or contemplated herebyagents. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided herein.

Entire Agreement; Amendments and Waivers. This Agreement, the Noncompetition Agreement, and the Confidentiality Agreement entered into by Buyer for the benefit of Seller, dated September 6, 2005, together with all schedules and exhibits attached hereto and schedules attached heretothereto, constitutes constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, the Ancillary Agreements, together with all exhibits and schedules attached heretohereto and thereto, constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the partiesparties (including the Memorandum of Understanding dated December 17, and there are no warranties, representations or other agreements between 2010). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyParties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, Agreement and the Merger Agreement together with all exhibits and schedules attached hereto, hereto constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations . This Agreement may not be amended except by an instrument in writing signed by or other agreements between on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto and thereto, constitutes and the constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, Agreement constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes the entire agreement between among Sellers, the parties hereto Corporation and Buyer pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of Sellers, the partiesCorporation and Buyer. In addition, and there are no warranties, representations or other agreements this Agreement shall not supersede the terms of the previously executed Confidentiality Agreement between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyCorporation and Buyer, dated May 31, 2000. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof of this Agreement (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided in such writing.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with all exhibits and schedules attached hereto, constitutes hereto and thereto (including the Disclosure Schedule) constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto (including the Disclosure Schedules and the other agreements referred to herein), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes and the Confidentiality Agreement, constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits the Exhibits attached hereto and schedules attached heretoincorporated herein by this reference, constitutes constitute the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyParties. No supplement, modification modification, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebyParties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, hereto (including the Disclosure Schedule) constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto (which form a part of this Agreement and are incorporated into this Agreement for all purposes), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this the Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between parties (except to the parties in connection with the subject matter hereof except as set forth extent specifically herein or contemplated herebyprovided for herein). No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto (which form a part of this Agreement and are incorporated into this Agreement for all purposes) and the Deferred Share Exchange Agreement, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Amendment and the Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, ---------------------------------------- together with all exhibits and schedules attached hereto, constitutes the Certificate of Merger, the Ancillary Agreements, and the Confidentiality Agreement (which the parties agree shall terminate on the Closing Date), constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto and the Ancillary Agreements, constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, provided that the confidentiality provisions of that certain letter agreement dated March 31, 2010 between Buyer and there are no warrantiesCompany, representations or other agreements between the parties shall remain in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyfull force and effect. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretothe ______________’ Employment Agreement, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties in connection with hereto and approved by the subject matter hereof except as set forth specifically herein or contemplated herebyBancorp’s Board. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto and other instruments and documents referred to herein or delivered pursuant hereto, constitutes contains the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, commitments, negotiations, discussions or understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No amendment, supplement, modification or waiver of this Agreement shall be valid or binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Collateral Agreements, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations representations, or other agreements between and among the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification modification, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Collateral Agreements and schedules attached heretoDisclosure Schedules, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes and the other Transaction Documents constitute the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between or among any of the partiesParties, and there are no other warranties, representations or other agreements between the parties Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebymatter. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound therebyall Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedagreed to in writing by the affected party.

Entire Agreement; Amendments and Waivers. This Agreement and the ---------------------------------------- Asset Purchase Agreement, together with all exhibits and schedules attached heretohereto and thereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided in such writing.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached heretohereto between Seller and Buyer, constitutes constitute the entire agreement between the parties hereto pertaining to the subject matter hereof hereof, and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection hereto with the respect to such subject matter hereof except as set forth specifically herein or contemplated herebymatter. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Additional Agreements to which either Buyer or Seller is a party, together with all exhibits and schedules attached heretohereto and thereto (including the Disclosure Schedule), constitutes constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyrespect thereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar)hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedprovided in such waiver.

Entire Agreement; Amendments and Waivers. This Agreement, together with the Confidentiality Agreement, dated , 2002 (the "Non-Disclosure Agreements") and all exhibits Exhibits and schedules Schedules attached or to be attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with regard to the subject matter hereof except as set forth specifically herein or contemplated herebyhereof. No supplement, modification or waiver All amendments of this Agreement shall will only be binding unless effective if executed in writing by the party to be bound therebyor on behalf of all parties. No waiver of any of the provisions of this Agreement shall be effective unless made in a writing by the party making the waiver or be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, , together with all exhibits and schedules attached heretohereto and thereto , constitutes and the constitute the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits Exhibits and schedules Schedules attached or to be attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with regard to the subject matter hereof except as set forth specifically herein or contemplated herebyhereof. No supplement, modification or waiver All amendments of this Agreement shall will only be binding unless effective if executed in writing by the party to be bound therebyor on behalf of all parties. No waiver of any of the provisions of this Agreement shall 51267463.5 be effective unless made in a writing by the party making the waiver or be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof of this Agreement. This Agreement may not be amended except as set forth specifically herein or contemplated herebyby an instrument in writing signed on behalf of each of the parties hereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.of

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.expressly

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties, and there are no warranties, representations or other agreements between the parties Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, and the Confidentiality Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits exhibits, annexes and schedules attached heretohereto (including the other agreements referred to herein), constitutes the entire agreement between among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyhereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, Agreement (together with all exhibits Exhibits and schedules attached Schedules hereto, constitutes ) and the Ancillary Agreements constitute the entire agreement between the parties hereto Parties pertaining to the subject matter hereof and supersedes thereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between Parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated herebyParties hereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.