Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company dated as of November 12, 2013) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representative.

Entire Agreement and Modification. This Except with respect to the Letter Agreement, this Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Purchaser and Sellers dated August 1, 1997 and the Company dated as of November 12, 2013Original Stock Purchase Agreement) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer among Buyer, Sellers and the Company dated as of November 12, 2013Company) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed instrument signed by Buyer, the Acquired Companies Buyer and Stockholders’ RepresentativeSellers.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Buyer, Company and the Company certain Parent dated August 30, 2004, as of November 12, 2013amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Purchaser and the Company Seller dated as of November 12December 5, 20132016, except paragraphs 4, 5, 6 and 7 thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Buyers and the Company Seller dated as of November 12August 6, 2013) 2010, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, all of the Acquired Companies and Stockholders’ Representativeparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter letter of Intent intent between Buyer and the Company Xxxxx-Xxxxxxxxx dated as of November May 12, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer among Buyer, Seller and the Company dated as of November 12, 2013Company) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed instrument signed by Buyer, the Acquired Companies Buyer and Stockholders’ RepresentativeSeller.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 12August 10, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Buyer, the FCS Companies and the Company Sellers dated as of November 12January 24, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12December 5, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties Parties with respect to its subject matter (including the Letter including, but not limited to, any letter of Intent between intent among Buyer and the Company dated as of November 12, 2013Sellers) and constitutes is intended (along with the documents referred to in this Agreementherein) as a complete and exclusive statement of the terms of the agreement between among the parties with respect to its subject matterthereto. This Agreement may not be amended changed or terminated, except by a written agreement executed by Buyer, the Acquired Companies Buyer Parties and Stockholders’ Representativethe Sellers.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Purchaser and the Company Seller dated as of November 12December 5, 20132017, except paragraphs 4, 5, 6 and 7 thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12June 11, 20132003) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including the Letter letter of Intent intent dated October 13, 2010, between Buyer and the Company dated as of November 12, 2013Seller) and constitutes (along with the Disclosure Schedule, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including the Letter any letter of Intent intent and any confidentiality agreement between Buyer and the Company dated as of November 12, 2013Seller) and constitutes (along with the Seller Disclosure Schedule, Buyer Disclosure Schedule and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 12September 14, 20131998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer among Buyer, Seller and the Company dated as of November 12, 2013Company) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed instrument signed by Buyer, Seller and the Acquired Companies and Stockholders’ RepresentativeCompany.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between the Buyer and the Company Parent Seller dated as of November 12January 30, 20132006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12March 22, 20132006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including other than the Letter of Intent Loan Agreement dated August 28, 1997 between Buyer and the Company dated as of November 12, 2013(the "Loan Agreement")) and constitutes (along with the Loan Agreement and the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including the Letter any letter of Intent intent and any confidentiality agreement between Buyer and the Company dated as of November 12, 2013XXX) and constitutes (along with the Seller Disclosure Schedule, Buyer Disclosure Schedule and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 1225, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its the subject mattermatter thereof. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Company, dated as of November 12December 17, 20131997, but excluding the Confidentiality Agreement dated October 27, 1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and among Buyer, the Company and Sellers dated December 1, 2006, as of November 12, 2013amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12July 21, 20132003) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Parent dated as of November 12July 17, 2013) 2008 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, each of the Acquired Companies and Stockholders’ Representativeparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12July 17, 2013) 2008 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, each of the Acquired Companies and Stockholders’ Representativeparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Shareholders dated as of November 12September 15, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Parent and the Company Shareholders dated as of November 1222, 20131996) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer UNIT, the Shareholders, and the Company dated as of November 12September 15, 20131997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent letter agreement between Buyer and the Company dated as of November 12July 9, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter and (including together with the Letter of Intent between Buyer Exchange Agreement, the Purchase Agreement, the Promissory Notes and the Company dated as of November 12, 2013) and constitutes (along with the documents referred to in this Collateral Agent Agreement) constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, signed on behalf of all of the Acquired Companies and Stockholders’ Representativeparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12May 8, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Sellers dated as of November 12September 14, 20132005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including including, without limitation, the Letter of Intent between Buyer and the Company Seller dated as of November 12April 11, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter (including the Letter including, without limitation, a certain letter of Intent between intent signed by Buyer on June 11, 1998 and the Company dated as of November 12Seller on June 10, 20131998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ RepresentativeParty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company dated as of November May 12, 20132004) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (matter, including the Confidentiality Agreement between Buyer and Seller dated September 24, 1997 and the Letter of Intent between Buyer and the Company Seller dated as of November 12December 10, 2013) and 1997. This Agreement constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer among Purchaser, Sellers and the Company dated as of November 12, 2013Company) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed instrument signed by BuyerPurchaser, Sellers and the Acquired Companies and Stockholders’ RepresentativeCompany.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer Purchaser and the Company Shareholders dated as of November 12September 10, 20131996) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 12January 9, 20132004) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including including, without limitation, the Letter of Intent between Buyer Agreement by and among Axsys, the Company and certain of the Selling Stockholders dated February 4, 1997, as of November 12, 2013amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyerthe party to be charged with the amendment, and the Acquired Companies and Stockholders’ Representativeparties hereby expressly agree that no subsequent oral agreement to amend this Agreement shall be binding.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 12March 18, 20132005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties with respect to its subject matter (including the Letter any letter of Intent intent and any confidentiality agreement between Buyer Buyers and the Company dated as of November 12, 2013Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between the Buyer and the Company Sellers dated as of November 12January 4, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, the Acquired Companies and Stockholders’ Representativeparty to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter of Intent between Buyer among Buyer, certain Sellers and the Company dated as of November 1220, 20132007) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed instrument signed by Buyer, the Acquired Companies Buyer and Stockholders’ RepresentativeSellers.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties Parties with respect to its subject matter (including the Letter of Intent between Buyer and the Company Seller dated as of November 12March 30, 2013) 2012 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Buyer, each of the Acquired Companies and Stockholders’ RepresentativeParties.