Common use of Entire Agreement, Amendments and Waiver Clause in Contracts

Entire Agreement, Amendments and Waiver. This Agreement (including the schedules and exhibits hereto, if any) represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and this Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only with the written consent of the Company and the holders of 80% of the Registrable Securities then outstanding; provided, however, that no modification, amendment or waiver shall be permitted that would adversely affect the rights of any Investor differently than any other Investor without such Investor’s express written consent. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. 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. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Entire Agreement, Amendments and Waiver. This Agreement (including --------------------------------------- constitutes the schedules full and exhibits hereto, if any) represent the entire understanding and agreement between the parties hereto with respect regard to the subject matter hereof herein and supersedes all prior agreements and understandings, whether written or oral, that may exist between the parties relating to the subject matter hereof, including that certain Letter of Intent dated August 30, 1999 (the "Letter of Intent"), except as otherwise specifically provided in a written agreement between the parties. No amendment, modification or waiver of this Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only with the written consent of the Company and the holders of 80% of the Registrable Securities then outstanding; provided, however, that no modification, amendment or waiver shall be permitted that would adversely affect the rights of any Investor differently than any other Investor without such Investor’s express written consent. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision term of this Agreement shall not operate be binding or be construed as effective for any purpose unless it is made in a further or continuing waiver writing signed by the party against whom enforcement of such breach amendment or as a waiver modification is sought or by the party making the waiver. No delay by any party in the exercise of any other of its rights or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder remedies shall operate as a waiver thereof, nor shall any and no single or partial exercise by any party of any such right, power right or remedy by such party shall preclude any the other or further exercise thereof thereof. No waiver of any provision of this Agreement or the exercise of any right or remedy shall be deemed, or shall constitute, a waiver of any other rightprovision, power whether or remedy. All remedies hereunder are cumulative and are not exclusive similar, nor shall any waiver constitute a waiver of any other remedies provided by lawcontinuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right or remedy hereunder.

Entire Agreement, Amendments and Waiver. This Agreement --------------------------------------- (including the schedules and exhibits hereto, if any) represent represents the entire understanding and agreement between among the parties hereto with respect to the subject matter hereof and this Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only with by written instrument making specific reference to this Agreement signed by the written consent of the Company and the holders of 80% of the Registrable Securities then outstanding; provided, however, that no modification, amendment or waiver shall be permitted that would adversely affect the rights of any Investor differently than any other Investor without such Investor’s express written consentparties hereto. No action taken pursuant to this Agreement, including, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. 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. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Entire Agreement, Amendments and Waiver. This Agreement (including --------------------------------------- the schedules Schedules and exhibits Exhibits hereto, if any) represent constitutes the full and entire understanding and agreement between the parties hereto Parties with respect regard to the subject matter hereof herein and supersedes all prior agreements and understandings, whether written or oral, that may exist between the Parties relating to the subject matter hereof, including that certain Letter of Intent dated August 30, 1999 (the "Letter of Intent"), except as otherwise specifically provided in a written agreement between one or more of the parties. No amendment, modification or waiver of this Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only with the written consent of the Company and the holders of 80% of the Registrable Securities then outstanding; provided, however, that no modification, amendment or waiver shall be permitted that would adversely affect the rights of any Investor differently than any other Investor without such Investor’s express written consent. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision term of this Agreement shall not operate be binding or be construed as effective for any purpose unless it is made in a further or continuing waiver writing signed by the Party against whom enforcement of such breach amendment or as a waiver modification is sought or by the Party making the waiver. No delay by any Party in the exercise of any other of its rights or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder remedies shall operate as a waiver thereof, nor shall any and no single or partial exercise by any Party of any such right, power right or remedy by such party shall preclude any the other or further exercise thereof thereof. No waiver of any provision of this Agreement or the exercise of any right or remedy shall be deemed, or shall constitute, a waiver of any other rightprovision, power whether or remedy. All remedies hereunder are cumulative and are not exclusive similar, nor shall any waiver constitute a waiver of any other remedies provided by lawcontinuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right or remedy hereunder.