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

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitmentsagreements, whether written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. No variations, modifications, changes or extensions Any term of this Agreement may be amended or any other terms hereof waived with the written consent of the parties hereto or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 8(a) shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partythe parties and their respective successors and assigns.

Entire Agreement; Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or of such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersedes all other agreements between or among any of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, Parties with respect to the subject matter hereof. No variations, modifications, changes or extensions Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party particular instance and either retroactively or an authorized agent or such partyprospectively) only with the written consent of both Parties.

Entire Agreement; Amendments and Waivers. This Agreement constitutes contains the entire agreement and understanding of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modificationsand the same may not be amended, changes modified or extensions discharged nor may any of this Agreement or any other its terms hereof shall be binding upon any waived except by an instrument in writing signed by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or of such party.

Entire Agreement; Amendments and Waivers. This Agreement shall supersede any prior oral or written understandings or communications between the parties hereto and constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variationsThis Agreement may not be amended or modified, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth except in a document duly executed writing signed by such party or an authorized agent or such partyboth parties hereto.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof, and supersedes any and all prior or contemporaneous written or oral negotiations, agreements, representations, and understandings of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, Parties with respect to the such subject matter hereofmatter. No variations, modifications, changes or extensions Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party particular instance and either retroactively or an authorized agent or such partyprospectively), only with the written consent of the Parties.

Entire Agreement; Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes contains the entire agreement and understanding of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof, and the same may not be amended, modified or discharged nor may any of its terms be waived except by an instrument in writing signed by the party to be bound thereby. No variationsThis Agreement supersedes any and all prior written or oral agreements and understandings (including, modificationswithout limitation, changes or extensions letters of intent) between the parties relating to the subject matter of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyAgreement.

Entire Agreement; Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement and understanding of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereofhereof and hereby supersedes any other prior agreement of the parties with respect to the matters set forth herein whether written or oral. No variationsmodification, modifications, changes waiver or extensions amendment of this Agreement or any other terms hereof shall be binding upon any party hereto effective unless set forth such modification, waiver or amendment shall be in a document duly writing and executed by such party or an authorized agent or such partyeach of the parties hereto.

Entire Agreement; Amendments and Waivers. This Agreement constitutes contains the entire agreement and understanding of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with in respect to the subject matter hereof. No variations, modificationsand the same may not be amended, changes modified or extensions discharged nor may any of this Agreement or any other its terms hereof shall be binding upon any waived except by an instrument in writing signed by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof, except for the Note as amended hereby. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or of such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes and the other agreements referenced herein constitute the entire agreement and understanding of the parties hereto Parties in respect of the subject matter hereof and expressly supersedes supersede all prior and contemporaneous understandings and commitmentsunderstandings, whether agreements, or representations by or among the Parties, written or oral, with respect to the extent they relate in any way to the subject matter hereof. No variations, modifications, changes hereof or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partythe transactions contemplated hereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits and schedules hereto, (a) constitute the entire agreement of among the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, Parties with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or hereof and supersede all prior oral agreements and understandings among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other terms hereof shall be binding upon Person any party hereto unless set forth in a document duly executed by such party rights or an authorized agent remedies hereunder except as Article VIII or such party.Section

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with -with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of between the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect pertaining to the subject matter hereofhereof and supersedes all other agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the patties hereto. No variationsamendment, modificationssupplement, changes modification or extensions waiver of this Agreement or any other terms hereof shall be binding upon any unless executed in writing by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the parties hereto. This Agreement is the sole agreement to which the undersigned is a party regarding the subject matter hereof and supersedes any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by prior agreements between the undersigned and the Corporation as to such party or an authorized agent or such partysubject matter.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitmentsagreements, whether written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. No variationsThis Agreement may not be amended, modificationssupplemented or modified, changes and no provisions hereof may be modified or extensions of this Agreement or any other terms hereof shall be binding upon any waived, except by an instrument in writing signed by each party hereto unless set forth (or in the case of a document duly executed by such waiver, the party or an authorized agent or such partygranting the waiver).

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this This Agreement or any other terms hereof shall may not be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.amended

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitmentsagreements, whether written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. No variations, modifications, changes or extensions Any term of this Agreement may be amended or any other terms hereof waived with the written consent of the parties hereto or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partythe parties and their respective successors and assigns.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of between the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect pertaining to the subject matter hereofhereof and supersedes all other agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. No variationsamendment, modificationssupplement, changes modification or extensions waiver of this Agreement or any other terms hereof shall be binding upon any unless executed in writing by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or of such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement (including the Appendices hereto) constitutes the full and entire understanding and agreement of among the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, Parties with respect regard to the subject matter hereofsubjects hereof and thereof. No variations, modifications, changes or extensions Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyparticular instance and either retroactively), only with the mutual written consent of all the Parties.

Entire Agreement; Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof, other than the Prior Waivers and First Amendment, which shall remain in effect and be fully enforceable against the Parties. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement ----------------------------------------------- constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement of among the parties hereto Parties with regard to the subject matters hereof, and expressly supersedes all other prior and contemporaneous understandings and commitmentsagreements, whether written or oral, with respect to the subject matter hereofregard hereto. No variations, modifications, changes or extensions Any provision of this Agreement may be amended, waived or any other terms hereof shall be binding modified only upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partythe written consent of the Parties.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect As it relates to the subject matter hereof. No variationsherein, modifications, changes or extensions of this Agreement contains the entire agreement and understanding of the parties, supersedes all prior oral or any other terms hereof shall written agreements (if any) between the parties, and may not be binding upon any party hereto unless set forth in a document duly executed amended or modified except by such party or an authorized agent or such partywritten consent of both parties.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of between the parties hereto pertaining to the subject matter hereof and expressly supersedes all prior and contemporaneous understandings agreements, understandings, negotiations and commitmentsdiscussions, whether written oral or oralwritten, of the parties, including the LOI, and there are no warranties, representations or other agreements between the parties in connection with respect to the subject matter hereof, except as specifically set forth herein. No variationsamendment, modificationssupplement, changes modification, waiver, or extensions termination of this Agreement or any other terms hereof shall will be binding upon any unless executed in writing by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof, other than the Prior Waivers and First Amendment, which shall remain in effect and be fully enforceable against the Parties. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or such partyParty.

Entire Agreement; Amendments and Waivers. This Agreement constitutes agreement contains the entire agreement understanding of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereofcontained herein, superseding all prior agreements, understandings and negotiations with respect to all matters. No variationsAll amendments, modifications, changes waivers and modifications of or extensions of to any provision this Agreement or any other terms hereof shall will be binding upon any in writing and signed by each party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby, and will not otherwise be effective.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party Party hereto unless set forth in a document duly executed by such party Party or an authorized agent or of such party.Party. $1,200,000 Promissory Note | Debt Conversion Agreement

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement ------------------------------------------ constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof, including the Consulting Agreement dated January 24, 1996. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. This Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to approved by the subject matter hereofBoard. No variationsamendment, modificationssupplement, changes modification or extensions waiver of this Agreement or any other terms hereof shall be binding upon any unless executed in writing by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes contain the entire agreement understanding of the parties hereto parties, and expressly supersedes supersede all prior agreements and contemporaneous understandings and commitmentsbetween them, whether written or oral, with respect relating to the subject matter hereof. No variationsThis Agreement may be amended or modified except by a written instrument hereafter signed by each of the parties hereto, modifications, changes or extensions of this Agreement or any other terms hereof shall and may not be binding upon any waived except by a written instrument hereafter signed by the party hereto unless set forth in a document duly executed by granting such party or an authorized agent or such partywaiver.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of between the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect pertaining to the subject matter hereofhereof and supercedes all other agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. No variationsamendment, modificationssupplement, changes modification or extensions waiver of this Agreement or any other terms hereof shall be binding upon any unless executed in writing by the party hereto unless set forth in a document duly executed by such party or an authorized agent or such partyto be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereofof this Agreement. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto to this Agreement unless set forth in a document duly executed it is reduced to writing and signed by such the party to be bound or an authorized agent or such partyof the party to be bound.

Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement of among the parties hereto Parties pertaining to the subject matter hereof and expressly supersedes all prior and contemporaneous understandings agreements, understandings, negotiations and commitmentsdiscussions, whether written oral or oralwritten, of the parties with respect to the such subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such partymatter.

Entire Agreement; Amendments and Waivers. This Agreement --------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party.