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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretoPlan, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 15 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Ancillary Documents constitute the entire agreement between among the parties pertaining Parties with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of among the parties, and there are no warranties, representations or other agreements between the parties in connection Parties with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Ancillary Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the other Transaction Documents constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the other Transaction Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Ancillary Documents constitute the entire agreement between among the parties pertaining Parties with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of among the parties, and there are no warranties, representations or other agreements between the parties in connection Parties with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each Party to this Agreement shall be binding unless it shall be specifically designated agrees that no other Party to be a this Agreement (including through 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 herein and in the Ancillary Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party each Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Assignment Agreement constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Assignment Agreement. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Closing Documents constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Closing Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement Plan and all Exhibits and Schedules hereto and theretothe Partnership Agreement, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement or letter conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 18 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Confidentiality Agreement and all Exhibits and Schedules agreements entered into pursuant hereto and thereto, constitutes all certificates and instruments delivered pursuant hereto and thereto constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties. This Agreement may be amended, supplemented or modified, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof. No supplement, modification or waiver of any of the provisions terms, covenants, representations, warranties or conditions may be waived, only by a written instrument executed by the Buyer and the Company, or in the case of this Agreement shall be binding unless it shall be specifically designated to be a supplementwaiver, modification or waiver of this Agreement and shall be executed in writing by the party to be bound therebywaiving compliance. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretoPlan, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement or letter conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 16 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement Plan and all Exhibits and Schedules hereto and theretothe Partnership Agreement, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement or letter conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 17 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Ancillary Agreements constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes thereof and supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereofhereof and thereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein or in the Ancillary Agreements. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Assignment Agreement constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 Transaction, other than those expressly set forth herein and in the Assignment Agreement, as applicable. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Except as provided herein with respect to the Confidentiality Agreement, this Agreement, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules hereto and theretoschedules hereto, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between including without limitation the parties in connection with the subject matter hereofLetter of Intent. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this LLC Agreement and all Exhibits and Schedules hereto and thereto, constitutes the entire agreement between the parties hereto pertaining to the Units and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the Units. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, have been made by either party which are not 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 parties, parties hereto and there are no warranties, representations or other agreements between approved by the parties in connection with the subject matter hereofManaging Member. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

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

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Transaction Documents constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each Party to this Agreement shall be binding unless it shall be specifically designated agrees that no other Party to be a 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 herein and in the Transaction Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party each Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

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

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the other Transaction Documents constitute the entire agreement between the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the other Transaction Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretoPlan, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement or letter conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 15 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement other Transaction Documents and all Exhibits and Schedules hereto and thereto, constitutes constitute the entire agreement between among the parties pertaining to Parties regarding the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties regarding the subject matter hereof, and there are no warrantiesunwritten representations, representations warranties or other agreements between among the parties in connection with Parties regarding the subject matter hereof. No supplementamendment, modification or supplement of this Agreement or any provision hereof shall be binding upon any Party unless it shall be specifically designated as such and shall be executed in writing by the Party or Parties to be bound thereby. No waiver of any of the provisions of this Agreement shall be binding upon any Party unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party Party or Parties to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver waiver, unless otherwise expressly providedprovided therein.

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

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

Entire Agreement; Amendments and Waivers. This Agreement, the Ancillary Agreements, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and thereto, thereto (including the Disclosure Schedule) constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including, but not limited to (i) the Confidentiality Agreement and there are no warranties(ii) that certain letter of intent, representations or other agreements dated January 30, 2004, between Buyer and Parent. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties. Except as set forth herein or in any certificate delivered pursuant hereto, and there are no warrantiesparty (or any employee or agent thereof) makes any representation or warranty, representations express or implied, to any other agreements between party with respect to this Agreement or the parties in connection with the subject matter hereoftransactions contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement (including any Schedule hereto) shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be the same is executed in writing by the party to be bound therebyall parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This The terms and conditions of this Option Agreement are in all respects governed by and subject to the terms of the Plan. In the event of a conflict between the terms of this Option Agreement and the terms of the Plan the terms of the Plan shall be deemed to prevail. Expressly subject to the foregoing, this Option Agreement along with Section 14 of the Employment Agreement, together with the documents contemplated by this Agreement all Schedules and all Exhibits and Schedules hereto and theretohereto, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof. No supplement, modification or waiver of any of the provisions of this Option Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Option Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and thereto, constitutes the Security Agreement referred to in Section 9(a)(vii) and the Subordination Agreement referred to in Section 9(a)(x), constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto, including the documents contemplated by this Agreement Disclosure Schedule (including the disclosure materials and all Exhibits and Schedules hereto and theretocover letter with respect thereto delivered pursuant to Section 2.12), constitutes the entire agreement Agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, parties except for the Confidentiality Agreements and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereofhereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto, the documents contemplated by this Agreement of Merger, the Ancillary Agreements, the Series B Purchase Agreement, the Technology Development and Licensing Agreement and all Exhibits and Schedules hereto and theretothe Confidentiality Agreement (which the parties agree shall terminate on the Closing Date), constitutes constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warrantiesincluding without limitation the Memorandum of Understanding dated December 21, representations or other agreements between the parties in connection with the subject matter hereof2001. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Assignment Agreement constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Assignment Agreement. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the all schedules hereto and other documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretohereby, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof, including, without limitation, the Confidentiality Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Transaction Documents constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of among the parties, and there are no warranties, representations or other agreements between the parties in connection Parties with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each Party to this Agreement shall be binding unless it shall be specifically designated agrees that no other Party to be a 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 herein and in the Transaction Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party each Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretohereto, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesparties (including the letter of intent dated March 24, 1998), and there are no warrantiesrepresentations, representations warranties or other agreements between among the parties in connection with the subject matter hereofhereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party to be bound 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 (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Assignment Agreements constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Assignment Agreements, as applicable. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules hereto and theretoschedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereofhereof except as set forth specifically herein or contemplated hereby. No supplementSubject to Section 10.2(c), modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a no supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents documentation relating to your Phantom Units and the Award contemplated by this Agreement Section 4 hereof and all Exhibits and Schedules hereto and theretothe Restrictive Covenant Agreements, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior and or contemporaneous agreements, understandings, negotiations and discussions, whether oral agreements or written, of the parties, and there are no warranties, representations or other agreements understandings between the parties in connection with hereto pertaining to the subject matter hereof. No supplement, modification or waiver This Agreement may not be amended except in an instrument in writing signed on behalf of any each of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a parties hereto. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and ---------------------------------------- the Related Agreements to which the parties hereto are parties, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules to be attached hereto and thereto, constitutes constitute or will constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede or will supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, other than the Confidentiality Agreement which shall remain in full force and there are no warranties, representations or other agreements between effect. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any of other provision provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Transaction Documents, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and theretothereto (including the Disclosure Schedule and the other agreements referred to herein), constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including but not limited to the Letter of Intent regarding Proposed Acquisitions dated February 10, 2005 and there are no warrantiesthe Letter regarding Exclusive Dealing dated March 23, representations or other agreements between 2005. This Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. (a) This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the Ancillary Documents constitute the entire agreement between among the parties pertaining with respect to the subject matter hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, negotiations both written and discussionsoral, whether oral or written, of the parties, and there are no warranties, representations or other agreements between among the parties in connection with respect to the subject matter hereof. No supplement, modification or waiver of any of the provisions of Each party to this Agreement shall be binding unless it shall be specifically designated agrees that no other party to be a 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 herein and in the Ancillary Documents. (b) No supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits the agreements and Schedules hereto and thereto, constitutes the entire agreement between documents referred to herein are intended by the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesbe, and there are no warrantiesare, representations or other agreements between the parties in connection complete, exclusive and final expression of their agreement with respect to the subject matter hereof. No supplementMoreover, modification this Agreement supersedes, and may not be contradicted by, or waiver modified or supplemented by, evidence of any of prior or contemporaneous agreement as to the provisions subject matter hereof, and no extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal proceeding to vary the terms of this Agreement shall be binding unless it shall be specifically designated to be a Agreement. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the each party to be bound therebythereto. No waiver of any of the provisions of this Agreement Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or shall constitute be construed as a further, continuing or subsequent waiver of any such provision or as a waiver of any other provision hereof (whether of this Agreement. No failure to exercise and no delay in exercising any right, remedy or not similar)power hereunder shall preclude any other or further exercise of any other right, nor shall such waiver constitute a continuing waiver unless otherwise expressly providedremedy or power provided herein or by law or in equity.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and theretothereto (including the Disclosure Schedule), constitutes and the confidentiality agreement referred to in section 10.2 constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and theretothereto (including the Disclosure Schedule), constitutes constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or parties other agreements than the Confidentiality Agreement between the Acquiror and Seller dated February 21, 2003. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits Exhibits, Annexes and Schedules hereto hereto, and thereto, constitutes the other Transaction Documents constitute the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no other warranties, representations or other agreements between the parties in connection with the subject matter hereofmatter. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by all parties hereto and specifically references this Agreement and specifies the party provision(s) hereof that it is intended to be bound therebyamend, supplement, modify or waive. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly providedagreed to in writing by the affected party.

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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement Plan and all Exhibits and Schedules hereto and theretothe Partnership Agreement, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 16 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretohereto, constitutes the entire agreement between among the parties Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the partiesParties; provided, that the Confidentiality Agreement shall survive the execution and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereofdelivery of this Agreement. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement Plan and all Exhibits and Schedules hereto and theretothe Partnership Agreement, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 17 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, Agreement (together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto hereto) and thereto, constitutes the Ancillary Agreements constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warrantiesincluding, representations or other agreements between without limitation, the Confidentiality Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This AgreementAgreement and the Ancillary Agreements, together with the documents contemplated by this Agreement all exhibits and all Exhibits and Schedules schedules hereto and thereto, constitutes thereto (including the Disclosure Schedule) constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including, without limitation, the Confidentiality Agreement and there are no warranties, representations or other agreements between the No Shop Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement Plan and all Exhibits and Schedules hereto and theretothe Partnership Agreement, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or . In the event that the provisions of such other agreements between the parties in connection or letters conflict or are inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 17 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Committee. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

Entire Agreement; Amendments and Waivers. This Agreement, together with Agreement (including the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, hereto) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties. Except as set forth herein or in any certificate delivered pursuant hereto, and there are no warrantiesparty (or any employee or agent thereof) makes any representation 38 or warranty, representations express or implied, to any other agreements between party with respect to this Agreement or the parties in connection with the subject matter hereoftransactions contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement (including, without limitation, any schedule hereto) shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be the same is executed in writing by the party to be bound therebyall parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto, the documents contemplated by this Agreement Related Agreements and all Exhibits and Schedules hereto and theretoof the ancillary agreements referenced in Section 2.7 hereof, constitutes constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof. No supplement, modification or waiver of any of the provisions amendment of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the party both parties. No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement to be bound therebyamend or modify any provision of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and thereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations negotiations, and discussions, whether oral or written, of the parties. Except as set forth herein or in any certificate delivered pursuant hereto, and there are no warrantiesparty (or any employee or agent thereof) makes any representation or warranty, representations express or implied, to any other agreements between party with respect to this Agreement or the parties in connection with the subject matter hereoftransactions contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement (including, without limitation, any schedule hereto) shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be the same is executed in writing by the party to be bound therebyall parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall and no such waiver shall constitute a continuing waiver unless otherwise expressly provided. Unless this Agreement shall have been terminated pursuant to Section 8.1, the sole remedy of the parties against each other in connection with this Agreement and the transactions contemplated hereby shall be the indemnification rights set forth in Article IX.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto (including the documents contemplated by this Agreement Disclosure Schedule), and all Exhibits and Schedules hereto and thereto, constitutes agreements entered into contemporaneously herewith or in furtherance of the transactions contemplated hereby constitute the entire agreement between among the parties pertaining to the subject matter hereof and supersedes supersede all prior and contemporaneous agreements, agreements understandings, negotiations and discussions, discussions whether oral or written, of the parties, and there are no warranties, representations or other agreements between . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties in connection with the subject matter hereofhereto. No supplementamendment, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver wavier of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

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

Entire Agreement; Amendments and Waivers. This Agreement, together with the documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretoPlan, constitutes the entire agreement between among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there . In the event that the provisions of such other agreement conflict or are no warranties, representations or other agreements between the parties in connection inconsistent with the subject matter hereof. No supplementprovisions of this Agreement, modification or waiver of any of the provisions of this Agreement shall control. Except as set forth in Section 16 above, this Agreement may not be binding unless it shall be specifically designated to be a amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement and shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement, together with the schedules attached hereto, and any documents contemplated by this Agreement and all Exhibits and Schedules hereto and theretodelivered pursuant hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including, without limitation, that certain Letter of Intent, dated July 21, 1995, as amended, by and between the Purchaser and Xxxxxxxx Xxxxxxx, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereofhereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of any of the provisions of this Agreement shall be binding unless it shall be specifically designated to be a supplement, modification or waiver of this Agreement and shall be executed in writing by the each party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.