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

Entire Agreement; Amendments; Waivers. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in Interest, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege of the Secured Parties under this Agreement shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company Corporation, MTIX and the Majority in InterestCollateral Agent, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is soughtsought (or by the Collateral Agent in the case of a waiver by Secured Parties). The Collateral Agent and the Secured Parties shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege of the the Collateral Agent or Secured Parties under this Agreement shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement constitutes supersedes all other prior oral or written agreements among each Buyer, the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in InterestSubsidiaries, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and no this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect to the matters covered herein and therein. No provision hereof of this Agreement may be waived waived, modified, supplemented or amended other than by a written an instrument in writing signed by the party against whom enforcement of any such waiver is sought. The Secured Parties shall not, Company and by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of any each of the terms and conditions Buyers listed on the Schedule of this AgreementBuyers (in either case, the "Required Buyers"). Any such amendment shall bind all holders of the Securities. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding. No failure to exercise, nor or delay on the part of a party in either exercising or enforcing any delay in exercising, any right, power or privilege of the Secured Parties right under this Agreement shall operate as a waiver of of, or impair, any such right, power or privilege. No single or partial exercise or enforcement of any right, power or privilege under this Agreement such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right, power or privilege. A No waiver by a Secured Party of any such right shall be deemed a waiver of any other right. No consideration shall be offered or remedy under paid to any Person to amend or consent to a waiver or modification or supplement of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties hereto or to the other Transaction Documents or holders of the Securities, as the case may be. For clarification purposes, this Agreement on any one occasion provision constitutes a separate right granted to each Buyer and is not intended for the Company to treat the Buyers as a class and shall not be construed in any way as the Buyers acting in concert or otherwise as a bar group with respect to any right the purchase, disposition or remedy that such Secured Party would otherwise have on any future occasionvoting of securities or otherwise.

Entire Agreement; Amendments; Waivers. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Secured Party, or if there is more than one Secured Party, the Majority in Interest, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties Party shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege of the Secured Parties Party under this Agreement shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement, the Registration Rights Agreement constitutes and the Warrant Agreement represent the entire agreement between the parties hereto with regard respect to the subject matter hereof and thereof, superseding all and supersede any prior agreements or understandings, whether written or oral, between or among the partiesparties respecting such subject matters. Except as expressly provided herein, neither No provision of this Agreement nor any term hereof may be waived or amended except pursuant to in a written instrument executed signed, in the case of an amendment, by the Company and each Purchaser or, in the Majority in Interestcase of a waiver, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties shall not, by any act, any failure to act No course of dealing between or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of among any of the terms parties hereto and conditions no delay on the part of this Agreement. No failure to exercise, nor any delay party hereto in exercising, exercising any right, power or privilege of the Secured Parties under this Agreement rights hereunder shall operate as a waiver of the rights hereof. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Security Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Security Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in Interest, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Security Agreement, or (ii) acquiesced in any Event of Default or in any breach of any of the terms and conditions of this Security Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege of the Secured Parties under this Security Agreement shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Security Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Security Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement constitutes The terms and conditions of the Transaction Documents represent the entire agreement between the parties with regard respect to the subject matter hereof and thereof, superseding all and supersede any prior agreements or understandings, whether written or oral, between or among the partiesparties respecting such subject matter. Except as expressly provided herein, neither No provision of this Agreement nor any term hereof may be waived or amended except pursuant to in a written instrument executed signed, in the case of an amendment, by the Company and the Majority Purchaser or, in Interestthe case of a waiver, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties shall not, by any act, any failure to act No course of dealing between or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach of among any of the terms parties hereto and conditions no delay on the part of this Agreement. No failure to exercise, nor any delay party hereto in exercising, exercising any right, power rights hereunder or privilege of the Secured Parties under this Agreement thereunder shall operate as a waiver of the rights hereof and thereof. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement The Transaction Agreements, together with the exhibits and schedules thereto, constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof subjects hereof, and thereofno party shall be liable or bound to any other party in any manner by any representations, superseding all prior warranties, covenants and agreements or understandings, whether written or oral, between or among except as specifically set forth in the partiesTransaction Agreements. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in Interest, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. The Secured Parties Party shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreement, or (ii) acquiesced in any Event of Default or in any breach brs of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege of the Secured Parties Party under this Agreement shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise of any other right, power or privilege. A waiver by a the Secured Party of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Entire Agreement; Amendments; Waivers. This Agreement constitutes Agreement, including the Exhibits and Schedules hereto, together with the Notes, the Warrants and the Registration Rights Agreement, supersedes all other prior oral or written agreements among each Purchaser, the Company, their respective Affiliates and Persons acting on their behalf with respect to the matters provided for herein, and this Agreement, including the Exhibits and Schedules hereto, contains the entire agreement between understanding of the parties hereto with regard respect to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the partiesmatters covered herein. Except as expressly provided herein, neither No provision of this Agreement nor may be waived, modified, supplemented or amended other than by an instrument in writing signed by the Company and the Requisite Purchasers. Any such amendment shall bind all Purchasers. No such amendment shall be effective to the extent that it applies to less than all of the Purchasers. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in Interest, and no provision hereof may not be waived other than by a with respect to any Purchaser without the written instrument signed by the party against whom enforcement consent of any such waiver is sought. The Secured Parties shall notPurchaser, by any actunless such amendment, any failure to act or any delay in acting be deemed to have (i) waived any right or remedy under this Agreementtermination, or (ii) acquiesced waiver applies to all Purchasers in any Event of Default or in any breach of any of the terms and conditions of this Agreementsame fashion. No failure to exercise, nor or delay on the part of a party in either exercising or enforcing any delay in exercising, any right, power or privilege of the Secured Parties right under this Agreement shall operate as a waiver of of, or impair, any such right, power or privilege. No single or partial exercise or enforcement of any right, power or privilege under this Agreement such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right, power or privilege. A No waiver by a Secured Party of any such right or remedy under this Agreement on shall be deemed a waiver of any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasionother right.

Entire Agreement; Amendments; Waivers. This Agreement constitutes and the Ancillary Documents represent the entire understanding and agreement between the parties Parties with regard respect to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the partieshereof. Except as expressly provided herein, neither this This Agreement nor any term hereof may be amended except pursuant to a written instrument executed by Company and the Majority in Interestamended, supplemented or changed, and no any provision hereof may be waived other than waived, only by a written instrument making specific reference to this Agreement signed by the party against whom enforcement Parties; provided, that the Schedules hereto may be amended in accordance with the provisions of any such waiver is soughtSection 2.6 hereof. The Secured Parties No action taken pursuant to this Agreement shall not, by any act, any failure to act or any delay in acting be deemed to have (i) waived constitute a waiver by the Party taking such action of compliance with any right representation, warranty, condition, covenant or remedy under this Agreement, or (ii) acquiesced in agreement contained herein. The waiver by any Event Party of Default or in any a breach of any of the terms and conditions provision of this AgreementAgreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, nor any and no delay in exercising, any right, power or privilege of the Secured Parties under this Agreement remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement shall remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or privilegeremedy. A waiver by a Secured Party All remedies hereunder are cumulative and are not exclusive of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasionother remedies provided by applicable Law.