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

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 Agreement, together with the Plan and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute LLC Agreement constitutes the entire agreement among between the Parties parties hereto pertaining to the Units and fully supersede any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the Units; provided, however, that this Agreement shall not supersede or otherwise affect any employment or other agreement to which the Employee is a party, whether or not such other agreement contains restrictive covenants. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) have been made by either party which are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in this Agreement. This Agreement may not be amended except in an instrument in writing signed on behalf of each of the documents parties hereto and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including approved by the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveBoard. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”), (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII VII or Article X IX contemplates or except as otherwise expressly provided herein or therein. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby Transactions other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoAgreement, including the exhibits and schedules hereto, (a) the Transaction Documents, the Confidentiality Agreement, the Affiliate Transfer Agreements and each other agreement delivered pursuant thereto constitute the entire agreement between and among the Parties with respect pertaining to the subject matter hereof and thereof and supersede all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the Parties (including the terms of the letter of intent, dated June 10, 2013, between Oilfield Water Lines, LP and NGL Energy Partners LP), and there are no warranties, representations or other agreements between or among the Parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder thereof except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant therein or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveor thereby. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the PartiesParty to be bound thereby. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements among the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) had made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior oral agreements and understandings, both written and oral, understandings among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X Section 10.15 contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to in clause (i) above herein or delivered pursuant hereto, including the exhibits and schedules hereto, hereto and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. No waiver Except as otherwise provided in this Agreement, any failure of any of the provisions of Parties to comply with any obligation, covenant, agreement or condition in this Agreement or any Transaction Document may be waived by the Party or Parties entitled to the benefits thereof only by a written instrument signed by the Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall be deemed or shall constitute not operate as a waiver of of, or estoppel with respect to, any subsequent or other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly providedfailure.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) had made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement (including the Disclosure Schedules), the Sale Order, and the documents all Transaction Documents and all certificates and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto and schedules hereto, (a) thereto constitute the entire agreement among the Parties with respect pertaining to the subject matter hereof and supersede all prior agreements and agreements, understandings, both written negotiations, and oraldiscussions, among whether oral or written, of the Parties Parties. To the extent any terms and provisions of this Agreement are in any way inconsistent with respect to or in conflict with any term, condition or provision of another Transaction Document (which, for the subject matter hereof avoidance of doubt, excludes any Sale Order), this Agreement will govern and (b) are not intended to confer upon control. This Agreement or any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating document delivered pursuant to this Agreement may be amended, supplemented or modified, and any of the transactions contemplated herebyterms, other than those expressly set forth covenants, representations, warranties or conditions may be waived, only by a written instrument executed by Xxxxx and Sellers, or in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretocase of a waiver, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the PartiesParty 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. No failure on the part of any Party to exercise, and no delay in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single partial exercise of such right, power or remedy by such Party preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

Entire Agreement; Amendments and Waivers. This Agreement, the Certificate of Designations of the Preferred Stock, the Stock Purchase Agreement and each of the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including entered into by the exhibits and schedules hereto, (a) Parties in connection with the transactions contemplated by the Stock Purchase Agreement constitute the entire agreement between and among the Parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveherein. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing both Parties and, with respect to any supplement, modification or waiver of this Agreement by the PartiesIssuer, such supplement, modification or waiver, as applicable, has been previously approved by a committee of the Board consisting solely of members of the Board who are Independent Directors. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 (a) Except for the Confidentiality Agreement and the documents Transaction Documents, this Agreement and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) hereto constitute the entire agreement between and among the Parties with respect hereto pertaining to the subject matter hereof and thereof and supersede all prior agreements and agreements, understandings, both written representations, negotiations and oraldiscussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those . Except as expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, this Agreement (including the exhibits representations and schedules heretowarranties set forth in Articles III and IV), the Parties acknowledge and agree that none of Crestwood, CEGPS or any other Person has made, and (ii) such Party has the Parties are not relied upon relying upon, any representationcovenant, representation or warranty, covenant written or agreement relating oral, statutory, expressed or implied, as to this Agreement the Contributed Entities, or as to the transactions contemplated hereby accuracy or completeness of any information regarding any Party or matter furnished or made available to any other than those referred to in clause (i) aboveParty. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the PartiesParty to be bound thereby. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”), (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article X VII contemplates or except as otherwise expressly provided herein or therein. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby Transactions other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and the schedules hereto, as well as assignments, bills of sale and stock powers delivered herewith (collectively, the "Constituent Documents") (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof, except for the Confidentiality Agreement which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing in accordance with its terms; (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII hereunder; and (c) shall not be assigned by operation of law or Article X contemplates or except as otherwise expressly provided herein or thereinotherwise. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”), (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII VII or Article X IX contemplates or except as otherwise expressly provided herein or therein. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby Transactions other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among between the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated herebyTransactions, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinherein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered 13 pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) Constituent Documents constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof, except for the Confidentiality Letter which shall continue in full force and (b) are not intended to confer upon effect, and shall survive any other Person termination of this Agreement or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinthe Closing in accordance with its terms. Each Party party to this Agreement agrees that (ia) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (iib) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (ia) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinherein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 Agreement, the KMI Debt Indemnities and the documents and instruments and other agreements specifically referred to herein or executed and delivered by the Parties pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”) (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article ARTICLE VII and ARTICLE X contemplates or except as otherwise expressly provided herein or thereinherein. Each Party to this Agreement agrees that (i) no other Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, The Constituent Documents (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article ARTICLE X INDEMNIFICATION contemplates or except as otherwise expressly provided herein or thereinherein. Each Party to this Agreement agrees that (i) no other Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and this Agreement or any other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Document, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby hereby, other than those referred to expressly set forth in clause (i) abovethis Agreement or any other Constituent Document. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) had made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (ii) such party has no relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Parties or if such supplement, modification or waiver is with respect to Section 5.6, executed in writing by all of the Parties. 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. Any amendment or waiver of this Agreement by the Partnership Parties made prior to the Closing shall be approved in advance by the Conflicts Committee.

Entire Agreement; Amendments and Waivers. This Agreement Asset Purchase Agreement, together with other Transaction Documents and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the all exhibits and schedules heretohereto and thereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings, both negotiations and discussions, whether oral or written (including the letter of intent) of the parties, and oralthere are no warranties, among representations or other agreements between the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovehereof. No supplement, modification or waiver of this Asset Purchase Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Asset Purchase Agreement and shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Asset Purchase Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. No waiver of any of the provisions of this Asset Purchase 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, Constituent Documents (a) shall constitute the entire agreement among between the Parties parties with respect to the subject matter hereof hereof, and shall supersede all prior agreements and understandings, both written and oral, among between the Parties parties with respect to the subject matter hereof (except for the Confidentiality Agreement, which shall remain in effect); and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinhereunder. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the Constituent Documents or the transactions contemplated herebyhereby or thereby, other than those expressly set forth in this Agreement or the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, Constituent Documents and (ii) such Party party has not relied upon any representation, warranty, covenant covenant, or agreement relating to the transactions contemplated by this Agreement or the transactions contemplated hereby Constituent Documents, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 for the Confidentiality Agreement, this Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement between and among the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between or among the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in . This Agreement may be amended by the documents and instruments and other agreements specifically referred to herein or delivered pursuant parties hereto, including by or pursuant to action taken by their (or their general partner’s) respective boards of directors, at any time before or after approval of the exhibits matters presented in connection with the Merger Transactions by the holders of Enterprise Common Units and schedules heretoGulfTerra Common Units, and (ii) but, after any such Party has not relied upon any representationapproval, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveno amendment shall be made which by Law requires further approval by such unitholders without such further approval. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveparties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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. The parties acknowledge and agree that they have read and fully understand this entire Agreement; that it sets forth their entire agreement; and that neither party is to be considered the draftsman or scrivener hereof. In addition, the parties hereby disclaim any reliance on, or the applicability of, anything related to the subject matter hereof that is not set forth herein. By signing this Agreement, each party acknowledges that it has been provided an opportunity to seek the advice of legal counsel regarding the contents of this Agreement, and each party is entering into this Agreement knowingly, voluntarily and of his, her or its own accord.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinherein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and Agreement, together with the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoPlan, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. Without limiting the generality of the foregoing, this Agreement supersedes the provisions of any employment agreement, employment offer letter or similar agreement between the Participant and the Company, the Partnership or any Subsidiary that would otherwise accelerate the vesting of the RSUs, and any provision in such agreement or letter which would otherwise accelerate such vesting shall have no force or effect with respect to the subject matter hereof and (b) RSUs. In the event that the provisions of such other agreement or letter conflict or are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representationinconsistent with the provisions of this Agreement, warranty, covenant or agreement to or with such Party relating to the provisions of this Agreement or the transactions contemplated hereby, other than those expressly shall control. Except as set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoSection 17 above, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or may not be amended except in an instrument in writing signed on behalf of each of the transactions contemplated hereby other than those referred to in clause (i) aboveparties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and Agreement, together with the Ancillary Agreements, the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the and all exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect parties. This Agreement may be supplemented, modified or amended by action by each party hereto, which in the case of the Company and Merger Sub shall be action taken by or on behalf of the respective boards of directors of such parties; provided, however, that any amendment made subsequent to the subject matter hereof adoption and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to approval of this Agreement by the stockholders of the Company or Merger Sub as required by the transactions contemplated herebyDGCL which, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretounder Applicable Law, including the exhibits and schedules heretorequires further approval of such stockholders, and (ii) shall not be made without further approval of such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovestockholders. No supplement, modification or other amendment or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the "Constituent Documents") (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and hereof; (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII hereunder; and (c) shall not be assigned by operation of law or Article X contemplates or except as otherwise expressly provided herein or thereinotherwise. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”) (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof; and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinhereunder. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to expressly set forth in clause (i) abovethe Constituent Documents. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and Agreement, together with the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the and all exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect parties. This Agreement may be supplemented, modified or amended by action by each party hereto, which in the case of the Company and Merger Sub shall be action taken by or on behalf of the board of directors of such party; provided, however, that any amendment made subsequent to the subject matter hereof adoption and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to approval of this Agreement by the stockholders of the Company or Merger Sub as required by the transactions contemplated herebyDGCL which, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretounder Applicable Law, including the exhibits and schedules heretorequires further approval of such stockholders, and (ii) shall not be made without further approval by such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovestockholders. No supplement, modification or other amendment or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoAgreement, including the together with all exhibits and schedules attached hereto, (a) constitute and any ancillary agreement executed concurrently herewith, constitutes the entire agreement among the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements among the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinset forth specifically herein. Each Party agrees that The adoption of this Agreement and the approval of the Merger by the Owners constitutes approval of the Escrow Agreement and all of the transactions and arrangements contemplated thereby and hereby, including (i) no other Party the establishment of the Escrow Fund, (including its agents and representativesii) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly indemnification provisions set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoherein, and (iiiii) such Party has not relied upon any representationthe appointment of the Owners’ Representative. Subject to Section VIII hereof, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No no supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby; provided, however, that if the Closing shall occur, any of the conditions specified in Section VI hereof that have not been satisfied shall be deemed to have been waived. 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 for the Confidentiality Agreement, this Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement between and among the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between or among the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in . This Agreement may be amended by the documents and instruments and other agreements specifically referred to herein or delivered pursuant parties hereto, including by or pursuant to action taken by their (or their general partner's) respective boards of directors, at any time before or after approval of the exhibits matters presented in connection with the Merger Transactions by the holders of Enterprise Common Units and schedules heretoGulfTerra Common Units, and (ii) but, after any such Party has not relied upon any representationapproval, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveno amendment shall be made which by Law requires further approval by such unitholders without such further approval. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, The Constituent Documents (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article ARTICLE X INDEMNIFICATION contemplates or except as otherwise expressly provided herein or thereinherein. Each Party to this Agreement agrees that (i) no other Party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and this Agreement or any other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Document, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby hereby, other than those referred to expressly set forth in clause (i) abovethis Agreement or any other Constituent Document. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement between and among the Parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or thereincontemplated hereby. Each Except for the provisions of Section 2, any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated herebyor, other than those expressly set forth in the case of a waiver, by each Party against whom the waiver is effective; provided, however, that, in addition to any other approvals required by the WPZ Parties’ constituent documents and instruments and other agreements specifically referred or under this Agreement, the foregoing amendments or waivers must be approved by, in the case of amendments or waivers by any WPZ Party, the WPZ Conflicts Committee. The failure of a Party to herein exercise any right or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has remedy shall not relied upon any representation, warranty, covenant be deemed or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or constitute a waiver of this Agreement shall be binding unless executed such right or remedy in writing by the Partiesfuture. 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 Agreement, together with all Exhibits and the documents and instruments and other agreements specifically referred to herein or delivered pursuant Schedules hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect Parties. This Agreement may be amended, at any time prior to the subject matter hereof Closing Date, by action taken by the Board of Directors of the Company and (b) are the Buyer; provided, that after approval of the sale and purchase of the Stock by the Stockholders, no amendment, which under applicable law may not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinbe made without the approval of a majority of the Stockholders, may be made without such approval. Each Party agrees that (i) no other Party This Agreement (including its agents and representativesthe provisions of this Section 11.4) has made any representation, warranty, covenant may not be amended or agreement modified except by an instrument in writing signed on behalf of all of the parties required pursuant to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovepreceding sentence. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the PartiesParty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, Service Schedule (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and hereof; (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII hereunder; and (c) shall not be assigned by operation of law or Article X contemplates or except as otherwise expressly provided herein or thereinotherwise. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoherein, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by this Agreement, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X VII contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 Confidentiality Agreement and the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the and all exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or thereinParties. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver Any provision of this Agreement shall may be binding unless executed amended or waived if, but only if such amendment or waiver is in writing and is signed by Biota and the PartiesHolder Representative (it being acknowledged and agreed that the Holder Representative may amend this Agreement and waive matters on behalf of the Sellers, all as contemplated by Section 11.5 hereof). 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. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and Ancillary Agreements, together with all attachments, Exhibits, certificates, documents, instruments and other agreements specifically referred to herein or schedules delivered by any Party pursuant hereto, hereto (including the exhibits and schedules heretoDisclosure Schedule), (a) constitute the entire agreement among the Parties with respect pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the PartiesParty 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. The attachments, Exhibits, certificates, documents, instruments and schedules delivered by any Party pursuant hereto (including the Disclosure Schedule) are incorporated herein by reference in their entirety and made a part hereof.

Entire Agreement; Amendments and Waivers. This Agreement Agreement, together with the Plan and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoPartnership Agreement, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. Without limiting the generality of the foregoing, this Agreement supersedes the provisions of any employment agreement, employment offer letter or similar agreement between the Grantee and the Company and/or the Partnership that would otherwise accelerate the vesting of the Award and the Award Units, and any provision in such agreement or letter which would otherwise accelerate such vesting shall have no force or effect with respect to the subject matter hereof and (b) Award or the Award Units. In the event that the provisions of such other agreement or letter conflict or are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representationinconsistent with the provisions of this Agreement, warranty, covenant or agreement to or with such Party relating to the provisions of this Agreement or the transactions contemplated hereby, other than those expressly shall control. Except as set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoSection 15 above, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or may not be amended except in an instrument in writing signed on behalf of each of the transactions contemplated hereby other than those referred to in clause (i) aboveparties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoAgreement, including the together with all exhibits and schedules heretohereto (including the Disclosure Schedule) and the Ancillary Agreements, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided that the forms of agreements and understandingsopinions attached hereto as EXHIBITS shall be superseded by the copies of such agreements and opinions executed and delivered by the respective parties thereto, both written the execution and oral, among delivery of such agreements and opinions by the Parties with respect parties thereto to the subject matter hereof and (b) are not intended to confer upon be conclusive evidence of such parties' approval of any other Person change or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or modification therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representationNo amendment, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 shall become effective on the parties hereto when all parties hereto have executed and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretothis Agreement. This Agreement, including the together with all exhibits and schedules heretohereto (including, (a) constitute without limitation, the Disclosure Schedule), constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided that the forms of agreements and understandingsopinions attached hereto as exhibits shall be superseded by the copies of such agreements and opinions executed and delivered by the respective parties thereto, both written the execution and oral, among delivery of such agreements and opinions by the Parties with respect parties thereto to the subject matter hereof and (b) are not intended to confer upon be conclusive evidence of such parties’ approval of any other Person change or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or modification therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly Except as set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoprior sentence, including the exhibits and schedules heretono amendment, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Partiesparties hereto indicating their intention to amend this Agreement. No Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of any right, power or privilege under this Agreement, and 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 waiver in writing. In addition, no notice to or demand on one party will be deemed a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Entire Agreement; Amendments and Waivers. This Agreement, the Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) Related Agreements constitute the entire agreement among between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof hereof. The Annexes, Schedules and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically Exhibits referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to are attached hereto are made a part of this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveAgreement. No amendment, supplement, modification modification, or waiver of this Agreement shall be binding unless executed in writing by each Party to be bound thereby. Notwithstanding anything to the Partiescontrary contained herein, Section 13.2(f), Section 14.2, Section 14.5 and Section 14.10 as well as this Section 14.3 (and any other provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of the foregoing) may not be amended, modified or terminated in a manner that is material and adverse to any Debt Financing Related Parties without the prior written consent of the Debt Financing Related Parties party to the Commitment Letter and any purported amendment by any party hereto in a manner that does not comply with this Section 14.3 will be void. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII VII or Article X VIII contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 Agreement, the other Transaction Documents and the documents and instruments and other agreements specifically referred to herein and therein or delivered pursuant heretohereto and thereto, including the exhibits and schedules heretohereto and thereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the Transaction Documents and any documents and instruments and other agreements specifically referred to herein and therein or delivered pursuant heretohereto and thereto, including the exhibits and schedules heretohereto and thereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII VII or Article X IX contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated herebyTransaction, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby Transaction other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties. 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 and (including any exhibit hereto), together with the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoPlan and, including if applicable, the exhibits and schedules heretoRestrictive Covenant Agreement, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. In the event that the provisions of such other agreement or letter conflict or are inconsistent with respect the provisions of this Agreement, the provisions of this Agreement shall control. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the subject matter hereof and (b) are not intended to confer upon any other Person Administrator or entity any rights or remedies hereunder the Board; provided, however, that except as Article VIII may otherwise be provided by the Plan, no amendment, modification, suspension or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to termination of this Agreement or shall materially adversely affect the transactions contemplated herebyrights and obligations of the Participant, other than those expressly set forth in unless the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including consent of the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveParticipant is obtained. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and Agreement, together with the Ancillary Agreements, the other documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the and all exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect parties and except for the representations and warranties contained therein, neither the Company nor the Shareholder (nor any Person acting, or purporting to act, on behalf of the Company or the Shareholder) makes any representations or warranties to Parent or Merger Sub. This Agreement may be supplemented, modified or amended by action by each party hereto, which in the case of the Company and Merger Sub shall be action taken by or on behalf of the board of directors of such party; provided, however, that any amendment made subsequent to the subject matter hereof adoption and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to approval of this Agreement by the shareholders of the Company or Merger Sub as required by the transactions contemplated herebyCGCL, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretowhich, including the exhibits and schedules heretounder Applicable Law, and (ii) requires further approval of such Party has shareholders, shall not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovebe made without further approval by such shareholders. No supplement, modification or other amendment or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between or among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII IX or Article X XI contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by each of the Parties. 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 Agreement, together with that certain Engagement Letter, dated January 11, 2006, by and between the documents Company and instruments and other agreements specifically referred to herein or delivered pursuant heretoyou, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements among the Parties parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) had made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth in this Agreement and the agreements referenced herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoCollateral Agreements, including the together with all exhibits and schedules attached hereto, (a) constitute constitutes the entire agreement between and among the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties (including any confidentiality agreement and/or letter of intent), and there are no warranties, representations, promises, assurances, guaranties, or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or thereinexpressly contemplated hereby. Each Party agrees This Agreement may be amended, modified or supplemented only in writing signed by Parent, MergerSub, Holding and the Representative; provided, however, that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party the provisions specifically relating to this Agreement or the transactions contemplated hereby, other than those expressly Financing Sources set forth in Sections 2.5(b)(ii), 5.12, 9.6, 9.8 and 9.14 and this Section 9.7 may not be amended in a manner materially adverse to the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including Financing Sources without the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or written consent of the transactions contemplated hereby other than those referred to in clause (i) aboveFinancing Sources. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 Restated Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”), (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof hereof, including the Original Agreement, and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article X VII contemplates or except as otherwise expressly provided herein or therein. Each Party party to this Restated Agreement agrees that (i) no other Party party to this Restated Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Restated Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Restated Agreement or the transactions contemplated hereby Transactions other than those referred to in clause (i) above. No supplement, modification or waiver of this Restated Agreement shall be binding unless executed in writing by the Partieseach party to be bound thereby. No waiver of any of the provisions of this Restated 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoAgreement, including the together with all exhibits and schedules heretohereto (including the Disclosure Schedule and the other agreements referred to herein), (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties with respect to parties. Without limiting the subject matter hereof generality of the foregoing, Buyer acknowledges that neither the Company nor any of its directors, officers, or stockholders is making, and (b) are Buyer is not intended to confer upon relying on, any other Person representation or entity warranty of the Company or any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or of the transactions contemplated hereby, Designated Stockholders other than those the representations and warranties expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretothis Agreement, and (ii) such Party has the Company and the Designated Stockholders acknowledge that neither Buyer nor any of its directors, officers, or stockholders is making, and the Company and the Designated Stockholders are not relied upon relying on, any representation, warranty, covenant representation or agreement relating to this Agreement or the transactions contemplated hereby warranty other than those referred to the representations and warranties of Buyer expressly set forth in clause (i) abovethis Agreement. This Agreement may not be amended except in 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 Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”), (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby Transactions other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article ARTICLE VIII or Article ARTICLE X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Parties. 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. Any amendment or waiver of this Agreement by the Partnership Parties, and any determination, decision, approval or consent of a Partnership Party required pursuant to this Agreement, shall be approved in advance by the Conflicts Committee.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (a) no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (b) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (a) above.

Entire Agreement; Amendments and Waivers. This Asset Purchase Agreement, together with the other Transaction Documents and all Exhibits and Schedules hereto _____________________________________________________ Asset Purchase Agreement - Physicians Trust, Inc. and the documents A.D. Walkxx, Xx. (A.P.M.C.) 8 66 and instruments and other agreements specifically referred to herein or delivered pursuant heretothereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) abovehereof. No supplement, modification or waiver of this Asset Purchase Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Asset Purchase Agreement and shall be executed in writing by the PartiesParty to be bound thereby. No waiver of any of the provisions of this Asset Purchase 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, (including the all exhibits and schedules hereto, (a) and the Confidentiality Agreement constitute the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the parties. The Buyer Parties with respect to the subject matter hereof and (b) are not intended to confer upon acknowledge that neither Seller nor any other Person affiliate nor any officer, director, employee, representative, agent or entity advisor of any rights of them makes or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, representation or warranty, covenant express or agreement implied, or any other inducement or promise to or with such Party relating the Buyer Parties except as specifically made in this Agreement. Buyer has sufficient knowledge and experience in financial and business matters so as to this Agreement or be capable of evaluating the transactions contemplated hereby, risks and merits of its purchase of the Interests and the other than those expressly set forth in Transactions and is capable of bearing the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveeconomic risks thereof. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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 Confidentiality Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) Related Agreements constitute the entire agreement among between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof hereof. The Annexes, Schedules and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically Exhibits referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to are attached hereto are made a part of this Agreement or the transactions contemplated hereby other than those referred to in clause (i) aboveAgreement. No amendment, supplement, modification modification, or waiver of this Agreement shall be binding unless executed in writing by each Party to be bound thereby. Notwithstanding anything to the Partiescontrary contained herein, Section 14.2, Section 14.5 and Section 14.10 as well as this Section 14.3 (and any other provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of the foregoing) may not be amended, modified or terminated in a manner that is material and adverse to any Debt Financing Related Parties without the prior written consent of the Debt Financing Related Parties and any purported amendment by any party hereto in a manner that does not comply with this Section 14.3 will be void. 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 Agreement, the KMI Debt Indemnities and the documents and instruments and other agreements specifically referred to herein or executed and delivered by the parties pursuant hereto, including the exhibits and schedules heretohereto (collectively, the “Constituent Documents”) (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person person or entity any rights or remedies hereunder except as Article VIII or VII and Article X contemplates or except as otherwise expressly provided herein or thereinherein. Each Party party to this Agreement agrees that (i) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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 Agreement, together with the Plan and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoPartnership Agreement, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. Without limiting the generality of the foregoing, this Agreement supersedes the provisions of any employment agreement, employment offer letter or similar agreement between the Participant and the Company, the Partnership or any Subsidiary that would otherwise accelerate the vesting of the Award and the Class D Units, and any provision in such agreement or letter which would otherwise accelerate such vesting shall have no force or effect with respect to the subject matter hereof and (b) Award or the Class D Units. In the event that the provisions of such other agreement or letter conflict or are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representationinconsistent with the provisions of this Agreement, warranty, covenant or agreement to or with such Party relating to the provisions of this Agreement or the transactions contemplated hereby, other than those expressly shall control. Except as set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoSection 19 above, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or may not be amended except in an instrument in Exhibit 10.4 writing signed on behalf of each of the transactions contemplated hereby other than those referred to in clause (i) aboveparties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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, the Class B Stock Purchase Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoClass C Stock Purchase Agreement, including the together with all exhibits and schedules heretohereto and thereto, (a) constitute the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes and cancels all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. There are no restrictions, premises, representations, warranties, agreements or undertakings of any party hereto with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to transactions under this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including made hereunder. This Agreement may not be amended except by an instrument in writing executed by the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant parties hereto or agreement relating to this Agreement their respective successors or the transactions contemplated hereby other than those referred to in clause (i) abovepermitted assigns. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. 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 and Agreement, together with the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoPlan, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among the Parties with respect parties pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties. Without limiting the generality of the foregoing, this Agreement supersedes the provisions of any employment agreement, employment offer letter or similar agreement between Grantee and the Company, the Partnership or any Subsidiary that would otherwise accelerate the vesting of the RSUs, and any provision in such agreement or letter which would otherwise accelerate such vesting shall have no force or effect with respect to the subject matter hereof and (b) RSUs. In the event that the provisions of such other agreement or letter conflict or are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representationinconsistent with the provisions of this Agreement, warranty, covenant or agreement to or with such Party relating to the provisions of this Agreement or the transactions contemplated hereby, other than those expressly shall control. Except as set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant heretoSection 16 above, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or may not be amended except in an instrument in writing signed on behalf of each of the transactions contemplated hereby other than those referred to in clause (i) aboveparties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty 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 and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute constitutes the entire agreement among between the Parties with respect parties hereto pertaining to the subject matter hereof and supersede supersedes all prior agreements and agreements, understandings, both written negotiations and oraldiscussions, among whether oral or written, of the Parties parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII or Article X contemplates or except as otherwise expressly provided set forth specifically herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partiesparty to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. 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. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) had made any representation, warranty, FERRELLGAS PARTNERS, L.P. UNDERWRITING AGREEMENT covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above.

Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoDisclosure Letter hereto but excluding the Second Amendment to Omnibus Agreement and the First Amendment, dated as of the Closing Date, to the Amended and Restated Agreement of Limited Partnership of Energy Partners (collectively, the "Constituent Documents") (a) constitute the entire agreement among the Parties parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties parties with respect to the subject matter hereof and hereof; (b) are do not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VIII hereunder; and (c) shall not be assigned by operation of law or Article X contemplates or except as otherwise expressly provided herein or thereinotherwise. Each Party party to this Agreement agrees that (i1) no other Party party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules heretoConstituent Documents, and (ii2) such Party party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby by the Constituent Documents, other than those referred to in clause (i1) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Partieseach 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.