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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding agreements or understandings with respect to the subject matter hereof among such the parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, waived only with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable Securitiesparties hereto. Any such waiver does not imply or express that any other similar or dissimilar waiver shall be granted or agreed to by the Company.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securitiesparties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable SecuritiesPurchasers.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable Securitiesparties hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and the Letter Agreement constitute the entire understanding of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, waived only with (and only with) the written consent of the Company and Investor. No course of dealing between the Holders holding Company and Investor nor any delay in exercising any rights hereunder shall operate as a majority waiver of the then outstanding Registrable Securitiesany rights of either party hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding agreement of the parties hereto hereto, and supersedes all prior understanding agreements or understandings (written or oral) among such parties, with respect to the subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority all of the then outstanding Registrable SecuritiesInvestor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, only with (and only with) the written consent of the Company and the Holders Stockholders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities. Any amendment or waiver effected in accordance with this Section 3(g) shall be binding upon each Holder and the Company.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior understanding among such partiesparties with respect to such subject matter. This Subject to the terms of Section 2(i) hereof, this Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the matters covered herein (other than the Restructuring Support Agreement and Backstop Agreement). This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesSubscriber.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Premiere and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the matters covered herein (other than the Restructuring Support Agreement and Backstop Commitment Agreement). This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesSubscriber.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understanding among such partiesparties as to same. This Agreement may be amended, and the observance of any term of this Agreement may be waived, waived only with (and only with) the written consent of the Company and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, only with (and only with) the written consent of the Company and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding understandings of the parties hereto and supersedes all prior understanding among such partiesagreement or understandings of the parties hereto with respect to the subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, waived with (and only with) the written consent of the Company each of IPP and the Holders holding a majority of the then outstanding Registrable SecuritiesOEM.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties, between any of them and the Company or among any of them. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, Loral and the Holders holding a majority of the then outstanding Registrable SecuritiesEE.

Entire Agreement; Amendment and Waiver. This Agreement constitutes -------------------------------------- the entire understanding of the parties hereto relating to the subject matter hereof and supersedes supersede all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securitiesparties hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding and contemporaneous understandings and agreements among such partiesparties with respect to subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Except as expressly provided or contemplated herein, this Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesApollo or their successors or assigns.

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

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securitiesparties.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the matters covered herein (other than the Commitment Agreement). This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesSubscriber.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the parties and fully supersede any and all prior agreements or understandings between them pertaining to the subject matter hereof. Any term of this Agreement may be amended by a signed writing entered into by the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement hereof may be waived, waived only with (and only with) the written consent of the Company and party against whom the Holders holding a majority of the then outstanding Registrable Securitieswaiver is to be effective.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company. and the Holders holding a majority of the then outstanding Registrable SecuritiesTrust.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes and the Transaction Documents and the other agreements contemplated hereby and thereby constitute the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and (to the Holders holding extent approved by a majority of Independent Directors) and the then outstanding Registrable SecuritiesPurchasers.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a 66-2/3% majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, Xxxxxxxx and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement, the Amended -------------------------------------- Registration Rights Agreement, the Amended Stockholders Agreement constitutes and the Certificate of Incorporation constitute the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable Securitiesyou.

Entire Agreement; Amendment and Waiver. This The Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This The Agreement may be amended, and the observance of any term of this the Agreement may be waived, with (and only with) the written consent of the Company Seller and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of each of the parties hereto, except that Annex A of this Agreement may be revised by agreement of the Company and an Attorney to reflect the Holders holding a majority of Shares to be sold to the then outstanding Registrable SecuritiesCompany pursuant to this Agreement.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, MRY and the Holders holding a majority of the then outstanding Registrable SecuritiesXxxxxxxxxx.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a 66-2/3% majority of the then outstanding Registrable Securities; provided, however, that at the direction of the Board of Directors of the Company, this Agreement may be amended for the sole purpose of adding additional parties hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the Investors holding then outstanding Registrable SecuritiesSecurities Holders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes supersede all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Seller and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchasers.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a 66-2/3% majority of the then outstanding Registrable Securities.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter contained herein, and supersedes all prior understanding understandings among such partiesparties with respect to the matters covered herein. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesPlan Sponsor.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, Landmark and the Holders holding a majority of the then outstanding Registrable SecuritiesSecurities held by the Current Investors.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Sellers and the Holders holding a majority of the then outstanding Registrable SecuritiesBuyer.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto with respect to the subject matter described herein and supersedes all prior understanding among such partiesparties with respect thereto, including without limitation the Registration Rights Agreement. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Seller and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter described herein and supersedes all prior understanding among such partiesparties with respect thereto. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities, assuming conversion of all then outstanding Preferred Stock into Common Stock. Any amendment or waiver effected in accordance with this Section 3(g) shall be binding upon each Holder and the Company.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding understandings of the parties hereto and supersedes all prior understanding written and oral agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Sellers and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding of and agreement between the parties hereto with regard to the subject matters hereof and supersedes all prior understanding among such partiesthereof. This Agreement may be amended, and the observance of any term The provisions of this Agreement may be waived, with (and only with) amended or waived upon the written consent agreement of the Company Company, Highline and the Holders holding a majority of the then outstanding Registrable SecuritiesMajority Shareholders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding understandings of the parties hereto and supersedes all prior understanding agreements or understandings with respect to the subject matter hereof among such parties, including without limitation that certain Stockholders Agreement, as amended, dated as of November 26, 2003. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.parties hereto

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Premiere and the Shareholder Representative or the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding term sheets, letters of intent, agreements or understandings among such partiesparties relating to the subject matter hereof. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesWarburg.

Entire Agreement; Amendment and Waiver. This Agreement, the -------------------------------------- Registration Rights Agreement, the Stockholders Agreement constitutes and the Certificate of Incorporation constitute the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable Securitiesyou.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding and contemporaneous agreements or understandings among such parties. This Agreement may be amendedamended or modified, and the observance of any term of this Agreement may be waived, with (and only with) the by a written consent of instrument executed by the Company and the Holders holding of a majority of the Registrable Securities then outstanding Registrable Securitiesoutstanding.

Entire Agreement; Amendment and Waiver. This Agreement constitutes sets forth the entire understanding and agreement of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and as to the observance of any term subject matter of this Agreement and supersedes prior and contemporaneous ones. It may not be waivedchanged or waived orally, with (and but only with) by a written instrument signed by the written consent of the Company Buyer and the Holders holding Stockholder. The waiver by the Buyer or the Stockholder of a majority breach of any provision of this Agreement by the then outstanding Registrable Securitiesother party shall not operate or be construed as a waiver of any other or subsequent breach by the other party.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable Securitiesparties hereto.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto Parties and supersedes all prior understanding understandings among such partiesParties. This Agreement may be amendedamended with (and only with) the written consent of the Seller and the Purchaser, and the observance of any term of this Agreement may be waived, with (and only with) waived in a writing signed by the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securitiesparty making such waiver.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such partiesparties with respect to the matters covered herein (other than the Backstop Commitment Letter and the Registration Rights Agreement). This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Issuer and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchaser.

Entire Agreement; Amendment and Waiver. This Agreement constitutes -------------------------------------- the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of each of the Company Company, the QIP Investors, Infoseek, and the Holders Managing Founder(s) holding a majority more than 50% of the shares of Capital Stock and Options then outstanding Registrable Securitiesheld by all Managing Founders.

Entire Agreement; Amendment and Waiver. This Agreement constitutes shall inure to the benefit of and shall be binding upon the successors and assigns of each of the parties. This Agreement and the agreements attached as Exhibits hereto constitute the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding among agreements or understandings with respect to the subject matter hereof between such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Offerors and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings, whether written or oral, among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Investors holding a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Seller and the Holders holding a majority of the then outstanding Registrable SecuritiesPurchaser.

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

Entire Agreement; Amendment and Waiver. This Rights Agreement -------------------------------------- constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Rights Agreement may be amended, and the observance of any term of this Rights Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding of a majority of the then outstanding Registrable Securities.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding and contemporaneous agreements or understandings among such parties. This Agreement may be amendedamended or modified, and the observance of any term of this Agreement may be waived, with (and only with) by a written instrument executed by the written consent of the Company Company, Alexander, Xxxxxxx and the Holders holding a majority of the Registrable Securities then outstanding Registrable Securitiesoutstanding.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding of and agreement between the parties hereto with regard to the subject matter hereof and supersedes all any prior understanding among agreements between the parties with respect to such partiessubject matter. This Any term of this Agreement may be amended, amended and the observance of any term of this Agreement hereof may be waived, waived only with (and only with) the written consent of the Company Borrower and the Holders holding a majority of the then outstanding Registrable SecuritiesLender.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding of and agreement between the parties hereto and supersedes all prior understanding among such partieswith regard to the subject matter hereof. This Agreement may not be amendedterminated, amended or waived except by an instrument in writing duly executed by (i) prior to the Merger, the Buyer, the Offeror and CGI, or (ii) at and after the Merger, the Buyer, the Offeror and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesHolders' Agents.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesWarburg.

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

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Seller and the Holders holding a majority of the then outstanding Registrable SecuritiesCompany.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto in respect of the subject matter contained herein and supersedes all prior understanding among such partiesparties in respect of the subject matter contained herein. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Acquiror and the Holders holding of a majority of the then outstanding Registrable Securities.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders Institutional Investors holding a majority of the then outstanding Registrable SecuritiesSecurities then held by the Institutional Investors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersedes supersede all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable SecuritiesStockholder Representatives.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, the Majority Warburg Investors, the Majority TowerBrook Investors and the Holders holding a majority of the then outstanding Registrable SecuritiesCHS.

Entire Agreement; Amendment and Waiver. This Agreement -------------------------------------- constitutes the entire understanding of the parties hereto with respect to the subject matter described herein and supersedes all prior understanding among such partiesparties with respect thereto. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior understanding understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Company, the Majority Warburg Investors and the Holders holding a majority of the then outstanding Registrable SecuritiesMajority Xxxxx Investors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes shall inure to the benefit of and shall be binding upon the successors and assigns of each of the parties. This Agreement and the agreements attached as Exhibits hereto constitute the entire understanding understandings of the parties hereto and supersedes supersede all prior understanding among agreements or understandings with respect to the subject matter hereof between such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company Offerors and the Holders holding a majority of the then outstanding Registrable SecuritiesInvestor.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securitiesall parties hereto.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority Private Placement Investors who hold more than fifty percent (50%) of the then number of issued and outstanding Registrable SecuritiesPurchased Shares.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating to the subject matter hereof and supersedes supersede all prior understanding agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and any only with) the written consent of the Company and the Holders holding a majority each of the then outstanding Registrable SecuritiesInvestors.

Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable SecuritiesMRY.