Common use of Entire Agreement; Amendments; Attachments Clause in Contracts

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided herein. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Seller. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerBuyer, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, and the Stockholders holding a majority of the Shares (who shall have the authority to bind all of the Stockholders) may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and such majority of the SellerStockholders. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, hereto and all agreements and instruments to be delivered by the parties Parties pursuant hereto represent the entire understanding and agreement between among the parties hereto Parties with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinParties. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Seller. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions provision of the this Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerSeller (and to the limited extent they are joining in this Agreement below, by the consent of their respective Boards of Directors, or officers authorized by such Boards, Principals) may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the SellerSeller (and, to the extent related to the provisions to which they are parties, the Principals). (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions provision of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided herein. parties. (b) The Buyer and the SellerBuyer, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, and the Stockholders holding 70% of the Shares (who shall have the authority to bind all of the Stockholders) may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and such majority of the SellerStockholders. (bc) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the Seller, by Shareholders holding a majority of the consent Shares (who shall have the authority to bind all of their respective Boards of Directors, or officers authorized by such Boards, the Shareholders) may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and such majority of the Seller.Shareholders. 42 (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, the other Transaction Documents, all Schedules Schedules, Exhibits, and Exhibits Annexes hereto, and all agreements and instruments to be delivered by the parties Parties pursuant hereto hereto, and the Confidentiality Agreement collectively represent the entire understanding and agreement between the parties Parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinParties. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, Stockholders may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and each of the Seller. (b) Stockholders. If the provisions of any Schedule Schedule, Exhibit, or Exhibit Annex to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits Exhibits, Schedules, and Schedules Annexes attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Seller. (b) If the provisions of any Schedule or Exhibit to this Agreement (excluding the License Agreement) are inconsistent with the provisions of this Agreement, the provisions provision of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, the Confidentiality Agreement and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto Parties with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinParties. The Buyer Entities and the SellerSeller Entities, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer Entities and the SellerSeller Entities. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions provision of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits heretothe Buyer Ancillary Agreement, the Seller Ancillary Agreement, and all agreements exhibits and instruments to be delivered by the parties pursuant hereto represent schedules hereto, represents the entire understanding and agreement between the parties hereto Parties with respect to the subject matter hereof and supersede supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinthe Parties. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, Seller may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and Seller, and any such amendment or modification so effected shall be enforceable in all respects on the Seller. (b) Parties to this Agreement. If the provisions of any Schedule Buyer Ancillary Agreement, the Seller Ancillary Agreement or Exhibit to this Agreement exhibit or schedule hereto or thereto are inconsistent with the provisions of this Agreement, the provisions of the this Agreement shall prevail. The Exhibits exhibits and Schedules schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This The Transaction Documents, the Confidentiality Agreement, all Schedules and Exhibits heretohereto and thereto (including the Disclosure Schedules), and all agreements and instruments to be delivered by the parties pursuant hereto Parties hereby and thereby represent the entire understanding and agreement between the parties Parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between and among such parties except as expressly provided hereinParties. The Buyer and the SellerFTI, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, and the Sellers’ Representative may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer FTI and the Seller. (b) Sellers’ Representative. If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided herein. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Seller. (b) If the provisions of any Schedule schedule or Exhibit exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits exhibits and Schedules schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto (including, without limitation, that certain letter agreement (the "Letter Agreement," dated as of the date hereof, among Buyer, the Company and the Stockholder) represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerBuyer, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, and Stockholder may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the SellerStockholder. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided herein. The Buyer and the Sellerparties, by the consent of their respective Boards Board of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the Sellerparties. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerTransferee, by the consent of their respective Boards its Special Committee of Directors, Independent Directors or officers authorized by such BoardsCommittee, and the Transferor may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer Transferee and the SellerTransferor. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer FOCUS and the SellerTView, by the consent of their respective Boards of Directorspresidents, or officers authorized by such Boards, and the Stockholders' Representative may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer FOCUS, TView and the SellerStockholders' Representative. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, the Operating Agreement and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided herein. The Buyer and the Seller, by the consent of their respective Boards of Directors, or officers authorized by such Boards, may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and the SellerSelling Parties. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerBuyer, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, the Company, by the consent of its Board of Directors or officers authorized by such Board, and the Stockholders may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer Buyer, the Company and the SellerStockholders. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the this Agreement shall prevail. The Schedules and Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.

Entire Agreement; Amendments; Attachments. (a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties except as expressly provided hereinparties. The Buyer and the SellerBuyer, by the consent of their respective Boards its Board of Directors, Directors or officers authorized by such BoardsBoard, and the Sellers may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Buyer and such majority of the SellerSellers. (b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.