Common use of Entire Agreement; Modification Clause in Contracts

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may be modified only by an instrument in writing duly executed by the party sought to be bound by such modification.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect relating to the subject matter hereof Property and supersedes all prior negotiations and agreements with respect to contemporaneous negotiations, understandings and agreements, written or oral, between the subject matter hereofparties hereto. This Agreement may shall not be amended or modified only by an and no waiver of any provision hereof shall be effective unless set forth in a written instrument in writing duly executed by with the party sought to be bound by such modificationsame formality as this Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof, and neither this Agreement nor any of the provisions hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may shall be modified only waived, changed, discharged or terminated except by an instrument in writing duly executed signed by the party sought to be bound by such modificationagainst whom any waiver, change, discharge or termination is sought.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules embodies and exhibits attached hereto, shall constitute constitutes the entire agreement between understanding among the parties hereto with respect to the subject matter hereof transactions contemplated herein, and supersedes all prior negotiations or contemporaneous agreements, understandings, representations and agreements with respect to the subject matter hereofstatements, oral or written, are merged into this Agreement. This Neither this Agreement nor any provision hereof may be modified only waived, modified, amended, discharged or terminated except by an instrument in writing duly executed signed by the party sought against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to be bound by the extent set forth in such modificationinstrument.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute embodies the entire agreement between and understanding of the parties hereto with respect and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect to matters provided for herein. No modification, alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the subject matter hereof. This Agreement may be modified only by an instrument same is set forth in writing signed by a duly executed by the authorized representative of each party sought to be bound by such modificationthis Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement may supersedes any and all prior agreements, written or oral, between you and the Company. No modification of this Agreement shall be modified only by an instrument valid unless made in writing duly executed and signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth hereinAgreement, together with the schedules any attachments and exhibits attached heretoother documents referenced herein, shall constitute sets forth the entire agreement between and understanding of the parties hereto with respect to the subject matter hereof under this Agreement, and supersedes all prior negotiations agreements, arrangements, understandings and agreements with respect to the subject matter hereofnegotiations. This No modification of this Agreement may shall be modified only by an instrument effective unless in writing duly executed and signed by authorized representatives of the party sought parties to be bound by such modificationthis Agreement.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior negotiations other agreements and agreements understandings, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may shall not be amended, modified only or changed except by an instrument in writing duly executed signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute is the entire agreement between of the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations thereof, and agreements with respect the parties hereto and thereto have made no agreements, representations or warranties relating to the subject matter hereofof this Agreement which are not set forth herein or therein. This No amendment or modification of this Agreement may shall be modified only by an instrument valid unless made in writing duly executed and signed by each of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement may supersedes any and all prior agreements, written or oral, between you and the Company. No modification of this Agreement will be modified only by an instrument valid unless made in writing duly executed and signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes shall supersede all prior negotiations previous and contemporaneous oral and written negotiations, commitments, agreements with respect to the subject matter hereofand understandings related hereto. This Any modification of this Agreement may shall be modified effective only by an instrument if it is in writing duly executed and signed by the party sought parties to be bound by such modificationthis Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations written and oral proposals, understandings, agreements with respect to the subject matter hereofand representations, all of which are merged herein. This No modification of this Agreement may shall be modified only by an instrument effective unless it is in writing duly and executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes supercedes all prior negotiations written and oral proposals, understandings, agreements with respect and representations, all of which are merged herein. No amendment or modification to the subject matter hereof. This this Agreement may shall be modified only by an instrument effective unless it is in writing duly and executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supercedes all prior negotiations discussions, representations, communications and agreements (oral and written) by and among the parties hereto with respect thereto. Neither this Agreement nor any terms hereof shall be waived, modified, supplemented or terminated in any manner whatsoever, except by a written instrument signed by all parties hereto and then only to the subject matter hereof. This Agreement may be modified only by an instrument extent expressly set forth in writing duly executed by the party sought to be bound by such modificationwriting.

Entire Agreement; Modification. This Agreement set forth herein, together with contains the schedules and exhibits attached hereto, shall constitute complete expression of the entire agreement between the parties hereto with respect to the subject matter hereof matters addressed herein and supersedes all prior negotiations there are no promises, representations, or inducements except as herein provided. The terms and agreements with respect provisions of this Agreement may not be modified, supplemented or amended except in writing signed by both parties hereto. All terms and provisions of this Agreement shall be binding upon and inure to the subject matter hereof. This Agreement may benefit of and be modified only by an instrument in writing duly executed enforceable by the party sought to be bound by such modificationrespective successors and permitted assigns of the parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between of the parties hereto with respect to the subject matter hereof and hereof, supersedes all prior negotiations agreements and agreements with respect undertakings, both written and oral, and may not be modified or amended in any way except in writing by the parties hereto. As of the date hereof, the severance agreement attached hereto as Exhibit B shall be cancelled and be of no further force or effect, except to the subject matter hereof. This Agreement may be modified only extent provided pursuant to Section 7, without the payment of any additional consideration by an instrument in writing duly executed by or to either of the party sought to be bound by such modificationparties thereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall its Exhibits constitute the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreements between the parties with respect to the subject matter hereof sale of the Property. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and supersedes all prior negotiations conditions set forth in this Agreement, and agreements with respect to the subject matter hereof. This that no modification of this Agreement may and no waiver of any of its terms and conditions shall be modified only by an instrument effective unless it is made in writing and duly executed by the party sought to be bound by such modificationboth parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement may supersedes any and all prior agreements, written or oral, between Executive and Company. No modification of this Agreement shall be modified only by an instrument valid unless made in writing duly executed and signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth hereinis the complete, together with final and exclusive statement of the schedules and exhibits attached hereto, shall constitute terms of the entire agreement between the parties hereto with respect and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofof this Agreement. This Agreement may not be modified only varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by an instrument in writing duly executed Insitu, signed by the party sought to be bound parties. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by such modificationSeller.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof matters contemplated herein and supersedes all prior negotiations and agreements there are no agreements, representations or warranties with respect to the subject matter hereofsuch matters that are not set forth herein. All prior negotiations, agreements and understandings are superseded hereby. This Agreement may not be modified only or amended except by an instrument in writing duly executed signed by the party sought to be bound by such modificationor on behalf of all parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute is the entire agreement between of the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect the parties hereto have made no agreements, representations or warranties relating to the subject matter hereofof this Agreement that are not set forth herein. This No amendment or modification of this Agreement may shall be modified only by an instrument valid unless made in writing duly executed and signed by each of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement and understanding between the parties hereto with respect as to the subject matter hereof and thereof and supersedes all prior negotiations and agreements contemporaneous negotiations, agreements, representations, understandings and commitments between the parties with respect thereto. There shall be no amendments or modifications to the subject matter hereof. This this Agreement, except by a written document referencing this Agreement may be modified only which is signed by an instrument in writing duly executed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof contained herein, and supersedes all may not be modified or waived, except as provided in the Plan or in a written document signed by each of the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior negotiations and agreements with respect to the subject matter hereof. This execution of this Agreement may shall be modified only by an instrument in writing duly executed by the party sought to be bound by such modification.void and ineffective for all purposes

Entire Agreement; Modification. This Agreement set forth hereinand any agreement, together with the schedules and exhibits attached hereto, shall document or instrument referred to herein constitute the entire agreement between the parties hereto with respect Owner and Asset Manager pertaining to the subject matter hereof contained in such agreement and supersedes supersede all prior negotiations and agreements with respect to contemporaneous agreements, representations and understandings of the subject matter hereofparties hereto. This No supplement, modification or amendment of this Agreement may shall be modified only by an instrument binding unless executed in writing duly executed by all of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute (i) ------------------------------ constitutes the entire agreement between and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations thereof and agreements with respect (ii) is not intended to confer upon any person other than the subject matter hereofparties hereto any rights or remedies hereunder. This Agreement may not be modified only or amended except by an instrument in writing duly executed signed by or on behalf of the party sought parties hereto and dated on or subsequent to be bound by such modificationthe date hereof.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes shall supersede all prior negotiations previous oral and written and all contemporaneous oral negotiations, commitments, agreements with respect to the subject matter hereofand understandings relating hereto. This Any modification of this Agreement may shall be modified effective only by an instrument if it is in writing duly executed and signed by the party sought parties to be bound by such modificationthis Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the subject matter hereof hereto, and supersedes all prior negotiations agreements and agreements understandings between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified only by an instrument changed or terminated orally, and no attempted change, termination or waiver of any of the provisions hereof shall be binding unless in writing duly executed and signed by all of the party sought to be bound by such modificationparties hereto affected thereby.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute is the entire agreement between of the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect the parties hereto have made no agreements, representations or warranties relating to the subject matter hereofof this Agreement which are not set forth herein or therein. This No amendment or modification of this Agreement may shall be modified only by an instrument valid unless made in writing duly executed and signed by each of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between understanding among the parties hereto with respect to Parties and may not be modified without the subject matter hereof and supersedes express written consent of the Parties. This Agreement supercedes all prior written and/or oral and all contemporaneous oral agreements, understandings and negotiations and agreements with respect to regarding the subject matter hereof. This If any individual term or condition of this Agreement may be modified only by an instrument in writing duly executed by the party sought is found to be bound by such modificationunenforceable, that term or condition shall be deemed stricken and the other terms and conditions shall remain in full force and effect.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes any and all prior negotiations agreements, understandings, promises, warranties, covenants and agreements with respect representations made by any party to the other concerning the subject matter hereofhereof and the terms applicable hereto. This Agreement may not be released, discharged, amended or modified only in any manner except by an instrument in writing signed by duly executed by authorized representations of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This The Agreement set forth herein, together with contains the schedules and exhibits attached hereto, shall constitute the ------------------------------------------- entire agreement between the parties hereto with respect to the subject matter hereof contained herein and supersedes all may not be modified, except as provided in the Plan or in a written document signed by each of the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior negotiations and agreements with respect to the subject matter hereof. This execution of the Agreement may shall be modified only by an instrument in writing duly executed by the party sought to be bound by such modificationvoid and ineffective for all purposes.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof transactions contemplated herein and supersedes all prior negotiations and agreements with respect no representation, promise, inducement, or statement of intention relating to the subject matter hereoftransactions contemplated by this Agreement has been made by any party that is not set forth in the Agreement. This Agreement may shall not be modified only or amended except by an instrument in writing duly executed signed by or on behalf of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof contained herein, and supersedes all may not be modified, except as provided in a written document signed by each of the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior negotiations and agreements with respect to the subject matter hereof. This execution of this Agreement may shall be modified only by an instrument in writing duly executed by the party sought to be bound by such modificationvoid and ineffective for all purposes.

Entire Agreement; Modification. This Agreement and all of the attached Exhibits set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect as to the subject matter hereof, and supersede all prior or contemporaneous written or oral agreements, excluding the Exclusive License Agreement. This Agreement may There shall be modified only no amendments or modifications to this Agreement, except by an instrument in writing duly executed a written document which is signed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, (together with the schedules Annexes, Schedules and exhibits Exhibits attached heretoto this Agreement, shall the Transaction Documents and the other documents delivered pursuant to this Agreement) and the Confidentiality Agreement constitute the entire agreement among the parties and supersede all prior agreements, whether written or oral, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofthereof. This Agreement may not be modified only amended except by an instrument in writing duly executed a written agreement signed by each of the party sought parties to be bound by such modificationthis Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between of the parties hereto with respect to concerning its subject matter. There are no promises or other agreements, oral or written, express or implied, between them other than as set forth in this Agreement concerning the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofof this Agreement. This No change or modification of, or waiver under, this Agreement may shall be modified only by an instrument valid unless it is in writing and signed by duly executed by the party sought to be bound by such modificationauthorized representatives of Seller and Purchaser.

Entire Agreement; Modification. This Agreement set forth hereinAgreement, together with the schedules and including all exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to or contemporaneous agreements, whether written or oral, between the subject matter hereofparties. This No waiver, alteration, or modification of any of the provision of this Agreement may shall be modified only by an instrument binding unless in writing and signed by a duly executed by the party sought to be bound by such modificationauthorized representative of each party.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement of the parties and no representations, inducements, promises or other agreements, oral, written or otherwise, between the parties which are not embodied within this Agreement shall be of any force or effect. Any amendment to this Agreement shall not be binding upon any of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may be modified only by an instrument unless such amendment is in writing duly and fully executed by the party sought to be bound by such modificationall parties whose rights, as set forth in this Agreement, pertain thereto.

Entire Agreement; Modification. This Agreement set forth herein, (together with the schedules Annexes, Schedules and exhibits Exhibits attached hereto, shall constitute to this Agreement and the other documents delivered pursuant to this Agreement) constitutes the entire agreement among the parties and supersedes all prior agreements, whether written or oral, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations thereof (other than the Confidentiality Agreement, which will remain in full force and agreements with respect to the subject matter effect and is incorporated by reference herein and made a part hereof). This Agreement may not be modified only amended except by an instrument in writing duly executed a written agreement signed by the party sought to be bound by such modificationEmdeon Entities and the Members’ Representative.

Entire Agreement; Modification. This Agreement set forth herein, together with constitutes the schedules complete and exhibits attached hereto, shall constitute the entire exclusive understanding and agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations understandings and agreements agreements, whether written or oral, with respect to the subject matter hereof. This The terms and conditions of any invoice, purchase order or other instrument issued by the parties in connection with this Agreement may which add to or differ from the terms and conditions of this Agreement shall be modified of no force or effect. Any waiver, modification or amendment of any provision of this Agreement will be effective only by an instrument if in writing duly executed and signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof transactions contemplated herein, and supersedes any and all prior negotiations or contemporaneous proposals, negotiations, agreements, commitments and agreements with respect to the subject matter hereofrepresentations, whether oral or written, are superseded hereby. This The terms of this Agreement may will not be modified only modified, amended or waived except by means of an instrument in writing duly executed by or on behalf of the party sought parties subsequent to be bound by such modificationthe date hereof which states that it is intended to modify, amend or waive the terms of this Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof transactions contemplated herein and supersedes all prior negotiations and agreements with respect no representation; promise, inducement, or statement of intention relating to the subject matter hereoftransactions contemplated by this Agreement has been made by any party that is not set forth in the Agreement. This Agreement may shall not be modified only or amended except by an instrument in writing duly executed signed by or on behalf of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement and understanding of the Parties hereto concerning the subject matter hereof, and, except as otherwise specifically provided below, supersedes all prior and contemporaneous correspondence, agreements, arrangements and understandings, both oral and written, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to concerning the subject matter hereof. This Agreement may No modification hereof shall be modified only binding upon the parties hereto except by an written instrument in writing duly executed by the party sought to be bound by such modificationparties or their duly authorized representatives.

Entire Agreement; Modification. This Agreement set forth hereinand any other agreements or instruments executed concurrently herewith, together with the schedules and exhibits attached heretocontemplated hereunder, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements hereof. No claim of waiver, modification or amendment, consent or acquiescence with respect to any of the subject matter provisions hereof. This Agreement may , shall be modified only by an made against any party, except on the basis of a written instrument in writing duly executed by the party sought to be bound by such modificationall adverse parties, or potential adverse parties, and duly acknowledged.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement may supersedes any and all prior agreements, written or oral, between you and the Company regarding the subject matter hereof including, but not limited to, any employment agreements or offer letters. No modification of this Agreement will be modified only by an instrument valid unless made in writing duly executed and signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the this subject matter hereof and supersedes all prior negotiations shall govern the parties’ respective duties and agreements with respect obligations. The headings in this Agreement are for convenience and reference and are not intended to define or limit the subject matter hereofscope of any provision of this Agreement. This Agreement may be modified only upon the mutual written consent of the parties. No supplement, modification, or amendment to this agreement shall be biding unless evidenced by an instrument in a writing duly executed signed by the party against whom it is sought to be bound by such modificationenforced.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior negotiations other agreements and agreements understandings, written or oral, between the parties hereto with respect to the subject matter hereof, including without limitation, the Prior Agreement. This Agreement may shall not be amended, modified only or changed except by an instrument in writing duly executed signed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth Agreement, along with all items incorporated herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreement between the parties with respect to the subject matter hereof obligations and supersedes all prior negotiations covenants contemplated hereunder. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants, and agreements with respect to the subject matter hereof. This conditions herein set forth, and that no modification of this Agreement may and no waiver of any of its terms and conditions shall be modified only by an instrument effective unless made in writing and duly executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations written and oral proposals, understandings, agreements with respect and representations, all of which are merged herein. No amendment or modification to the subject matter hereof. This this Agreement may shall be modified only by an instrument effective unless it is in writing duly and executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire and complete agreement between the parties hereto Parties with respect to the subject matter hereof purchase of all or any portion of the Property and supersedes all any prior negotiations oral or written agreements on that subject, including, but not limited to, the Option provisions of the Lease. No modification of this Agreement, and agreements with respect to the subject matter hereof. This Agreement may no waiver of any of its terms or conditions, shall be modified only by an instrument effective unless made in writing and duly executed by the party sought to be bound by such modificationboth Parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between understanding of the parties hereto with respect to the subject matter hereof transactions contemplated hereby and supersedes all agreements and understandings entered into prior negotiations and agreements with respect to the subject matter execution hereof. This Agreement may be modified only by an a written instrument in writing duly executed by or on behalf of the Company and each Holder. No breach of any covenant, agreement, warranty or representation shall be deemed waived unless expressly waived in writing by or on behalf of the party sought to be bound by who might assert such modificationbreach.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and, except as otherwise specifically provided below, supersedes all prior and contemporaneous correspondence, agreements, arrangements and understandings, both oral and written, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to concerning the subject matter hereof. This Agreement may No modification hereof shall be modified only binding upon the parties hereto except by an written instrument in writing duly executed by the party sought to be bound by such modificationparties or their duly authorized representatives.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the the- subject matter hereof. This , and neither this Agreement may nor any provisions hereof shall be modified only waived, changed, discharged, or eliminated except by an instrument in writing duly executed signed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between Agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations written and oral proposals, understandings, agreements with respect and representations, all of which are merged herein. No amendment or modification to the subject matter hereof. This this Agreement may shall be modified only by an instrument effective unless it is in writing duly and executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to hereto, and no other agreements, oral or otherwise, regarding the subject matter hereof and supersedes all prior negotiations and agreements with respect of this Agreement shall be deemed to exist or bind any of the subject matter hereofparties hereto. This Agreement may Proposed changes which are mutually agreed upon shall be modified only incorporated by an instrument in writing duly executed written amendments or addenda signed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof contained herein, and supersedes all may not be modified or waived, except as provided in the Plan or in a written document signed by each of the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior negotiations and agreements with respect to the subject matter hereof. This execution of this Agreement may shall be modified only by an instrument in writing duly executed by the party sought to be bound by such modificationvoid and ineffective for all purposes.

Entire Agreement; Modification. This Agreement set forth herein, (together with the schedules Annexes, Schedules and exhibits Exhibits attached hereto, shall constitute to this Agreement and the other documents delivered pursuant to this Agreement) constitutes the entire agreement among the parties and supersedes all prior agreements, whether written or oral, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofthereof. This Agreement may not be modified only amended except by an instrument in writing duly executed a written agreement signed by Holdings, Parent, Buyer and the party sought to be bound by such modificationSellers’ Representative.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect as to the subject matter hereof. This Agreement may be modified only by an instrument in writing duly executed by the , and merges and supersedes all prior discussions, agreements, representations, and understandings of every and any nature between them, and no party sought to shall be bound by such modificationany condition, definition, warranty or representation, other than as expressly set forth or provided for in this Agreement. Except as otherwise expressly provided herein, this Agreement may not be changed or modified, except by agreement in writing, signed by the parties to be charged thereby.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute states the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior negotiations and contemporaneous understandings, representations and agreements with respect to are merged herein or superseded hereby. No alteration, modification, release, or waiver, of this Agreement or any of the subject matter hereof. This Agreement may provisions hereof shall be modified only by an instrument effective unless in writing duly writing, executed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations agreement and agreements with respect understandings relating to the subject matter hereof, and there are no agreements, understandings, warranties or representations between the parties hereto other than those set forth herein. This Agreement may shall not be modified only or amended except by an instrument in writing duly a written document executed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreement or understanding between #PageNum# PPAB 1982903v3 the parties with respect to the subject matter hereof transaction contemplated by this Agreement. No modification of this Agreement and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may no waiver of any of its terms or conditions shall be modified only by an instrument effective unless made in writing and duly executed by the party sought to be bound by such modificationBuyer or Seller.

Entire Agreement; Modification. This Agreement set forth herein, together with contains the schedules and exhibits attached hereto, shall constitute the entire agreement between full understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and there are no representations, warranties, agreements with respect to or understandings other than expressly contained herein. No termination, alteration, modification or variation or waiver of this Agreement or any of the subject matter hereof. This Agreement may provisions hereof shall be modified only by an instrument effective unless in writing duly executed by the parties hereto, or in the case of a waiver, by the party sought to be bound by such modificationor parties waiving compliance.

Entire Agreement; Modification. This Agreement set forth herein, together with and the schedules and exhibits attached hereto, shall other Transaction Documents constitute the entire agreement between among the parties hereto Parties and supersede all prior agreements, whether written or oral, among the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereof. The Parties are not permitted to the subject matter hereof. This Agreement may be modified only amend, modify or supplement this Agreement, except by an instrument in writing duly executed a written agreement signed by the party sought Parties. No course of dealing between or among any Persons having any interest in this Agreement is to be bound deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Person under or by such modificationreason of this Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules any Exhibits attached hereto and exhibits attached hereto, shall constitute incorporated by reference herein sets forth the entire agreement between the parties hereto with respect Parties relating to the subject matter hereof hereunder and supersedes all prior negotiations and agreements with respect to the subject matter hereofany representation, promise, agreement or condition therewith not incorporated herein shall not be binding upon either Party. This No change, modification, extension or renewal of this Agreement may shall be modified only by an instrument binding unless made in writing duly executed and signed by the party sought to be bound by such modificationauthorized representatives of both Parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between Agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations written and oral proposals, understandings, agreements with respect and representations, all of which are merged herein. No amendment or modification to the subject matter hereof. This this Agreement may shall be modified only by an instrument effective unless it is in writing duly and executed by the party sought to be bound by such modificationall parties hereto.

Entire Agreement; Modification. This Agreement set forth herein(including the Exhibits and Schedules hereto) and any document delivered by the Seller or the Buyer in accordance herewith, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements Parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether oral or written. This Agreement may shall not be modified only modified, changed, discharged or terminated except by an instrument in writing duly executed a written agreement signed by all of the party sought to be bound by such modificationParties.

Entire Agreement; Modification. This Agreement set forth herein, together with integrates all the schedules terms and exhibits attached hereto, shall constitute the entire agreement between the parties conditions mentioned herein or incidental hereto with and supersedes all oral negotiations and prior writings in respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofcontained herein. This Agreement may not be amended or modified only in any manner, including this provision against oral amendment or modification, except by an instrument in writing duly executed signed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with and the schedules and exhibits attached hereto, shall other Transaction Documents constitute the entire agreement between among the parties hereto Parties and supersede all prior agreements, whether written or oral, among the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereof. The Parties are not permitted to the subject matter hereof. This Agreement may be modified only amend this Agreement, except by an instrument in writing duly executed a written agreement signed by the party sought Parties. No course of dealing between or among any Persons having any interest in this Agreement is to be bound deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Person under or by such modificationreason of this Agreement.

Entire Agreement; Modification. This Agreement set forth hereinsupersedes any and all other agreements, together with the schedules and exhibits attached heretoeither oral or in writing, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes all prior negotiations and agreements with respect no other agreement, statement, or promise relating to the subject matter hereofof this Agreement which is not contained herein shall be valid or binding. This Any modification of this Agreement may will be modified effective only by an instrument if it is in writing duly executed by the party sought to be bound by such modificationwriting.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between among the parties hereto and supersedes all prior and contemporaneous agreements and undertakings of the parties with respect to the subject matter hereof sale and supersedes all prior negotiations purchase of the Purchased Location. No supplement, modification, or amendment of this Agreement will be binding and agreements with respect to the subject matter hereof. This Agreement may be modified only by an instrument enforceable unless executed in writing duly executed by the party sought to be bound parties hereto. Nothing in this Agreement, express or implied, shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by such modificationreason of this Agreement.

Entire Agreement; Modification. This Agreement and the representations and warranties set forth herein), together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect pertaining to the subject matter hereof and supersedes all prior negotiations and agreements with respect to of the subject matter hereoftransactions contemplated by this Agreement. This Agreement may supersedes all written or oral, prior and contemporaneous agreements, representations, warranties and understandings of the parties with respect thereto. No supplement, modification or amendment of this Agreement shall be modified only by an instrument binding unless executed in writing duly executed by the party sought to be bound by such modification.parties. 8.4

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations previous agreements and agreements with respect understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified only except by an a written instrument in writing duly executed signed by the party sought to be bound by such modificationduly authorized representatives of both parties. Your additional or different terms and conditions, whether on your purchase order or otherwise, shall not apply.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof transactions contemplated herein, and supersedes all prior negotiations and agreements with respect no representation, promise, inducement or statement of intention relating to the subject matter hereoftransactions contemplated by this Agreement has been made by any party which is not set forth in this Agreement. This Agreement may shall not be modified only or amended except by an instrument in writing duly executed signed by or on behalf of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between and understanding of the parties hereto with respect to the subject matter hereof and supersedes supercedes all prior negotiations agreements and agreements with respect understandings, whether written or oral, relating to the subject matter hereof. This No waiver, amendment or modification of this Agreement may shall be modified only by an instrument valid unless in writing duly executed and signed by each of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement contains the entire understanding between the parties hereto relating to the subject matter hereof, there being no terms and conditions other than those set forth herein, together with the schedules and exhibits attached heretoit supersedes all prior agreements, shall constitute the entire agreement written or oral, between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofmatters covered hereunder. This Agreement may not be modified only modified, altered or otherwise changed other than by an instrument in writing writing, duly executed by each of the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth herein(Including the Exhibits hereto) and any document delivered by the Seller or the Buyer in accordance herewith, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements Parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether oral or written. This Agreement may shall not be modified only modified, changed, discharged or terminated except by an instrument in writing duly executed a written agreement signed by all of the party sought to be bound by such modification.Parties

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute embodies the entire agreement between of the parties hereto with respect to the subject matter hereof hereto, and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may cannot, under any circumstances, be modified only by an instrument orally, and no agreement shall be effective to waive, change, modify or discharge this Agreement in whole or in part unless such agreement is in writing duly executed and is signed by the party sought to be bound by such modificationboth Sellers and Buyer.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof matters provided for in this Agreement, and supersedes shall supersede any representations or agreements previously made or entered into by the parties to this Agreement. No modification to this Agreement shall be valid or enforceable unless in writing, signed by all prior negotiations and agreements with respect parties. Licensee agrees to execute any addendum to this Agreement which incorporates amendments to the subject matter hereof. This Agreement may be modified only by an instrument in writing duly executed by the party sought to be bound by such modificationterms and conditions of this Agreement.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement of the parties of the subject matter dealt with herein. All prior contemporaneous negotiations and understandings between the parties are embodied in this Agreement, and it supersedes all prior agreements and understandings between the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This No alteration or other modification of this Agreement may shall be modified only by an instrument effective unless such modification shall be in writing duly executed and signed by the party sought to be bound by such modificationparties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect Optionor and Optionee pertaining to the subject matter hereof contained in it and supersedes all prior negotiations and agreements with respect to the subject matter hereofcontemporaneous agreements, representations, and understandings. This No supplement, modification, or amendment of this Agreement may shall be modified only by an instrument binding and no waiver of any provision in this Agreement effective, unless executed in writing duly executed by all the party sought to be bound by such modificationparties.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between understanding of the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations agreements and agreements with respect to the subject matter hereofunderstandings, whether oral or written. This Agreement may shall not be modified modified, amended or terminated except by written agreement of the parties. Captions appearing in this Agreement are for convenience only by an instrument in writing duly executed by and shall not be deemed to explain, limit, or amplify the party sought to be bound by such modificationprovisions hereof.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect regard to the subject matter hereof, and there are no other agreements, conditions, representations or understandings, oral or written, expressed or implied, with regard to the subject of this Agreement. This Agreement may be amended or modified only by an a written instrument in writing duly executed by the party sought to be bound by such modification.parties hereto. [Remainder of this page intentionally left blank]

Entire Agreement; Modification. This Agreement set forth herein, together with contains the schedules and exhibits attached hereto, shall constitute complete expression of the entire agreement between the parties hereto with respect to the subject matter hereof matters addressed herein and supersedes all prior negotiations there are no promises, representations, or inducements except as herein provided. The terms and agreements with respect provisions of this Agreement may not be modified, supplemented or amended except in writing agreed to by both parties hereto. All terms and provisions of this Agreement shall be binding upon and inure to the subject matter hereof. This Agreement may benefit of and be modified only by an instrument in writing duly executed enforceable by the party sought to be bound by such modificationrespective successors and permitted assigns of the parties hereto.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules embodies and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to the subject matter matters hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereofor contemporaneous agreements, understandings, representations, statements are merged into this Agreement. This Neither this Agreement nor any provision hereof may be modified only waived, modified, amended, discharged, or terminated in whole or in part, except by an instrument in writing duly executed signed by the party sought to be bound by such modificationGrantor and the Grantee.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof hereof, and supersedes shall supersede all prior negotiations previous oral and written and all contemporaneous oral negotiations, commitments, agreements with respect to the subject matter hereofand understandings relating hereto. This Any modification of this Agreement may shall be modified effective only by an instrument in if it is in. writing duly executed and signed’ by the party sought parties to be bound by such modification.this Agreement;

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement of the parties on the subject matter dealt with. All prior contemporaneous negotiations and understandings between the parties are embodied in this Agreement, and it supersedes all prior agreements and understandings between the parties hereto with respect relating to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This No alteration or other modification of this Agreement may shall be modified only by an instrument effective unless such modification shall be in writing duly executed and signed by the party sought to be bound by such modificationparties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire and complete agreement between the parties hereto with respect to the subject matter hereof Property and supersedes all any prior negotiations oral or written agreements between the parties. No modification of this Agreement, and agreements with respect to the subject matter hereof. This Agreement may no waiver of any of its terms or conditions, shall be modified only by an instrument effective unless made in writing and duly executed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect relating to the subject matter hereof. This , and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement may be modified only by an instrument in writing duly executed by the party sought to be bound by such modification.which

Entire Agreement; Modification. This Agreement and its exhibits set forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between and understanding of the parties hereto with respect to the subject matter hereof parties, and supersedes all prior negotiations and agreements agreements, written or oral, between the parties. No renewal or modification or waiver of any of the provisions herein contained, or any future representation, promise, or condition in connection with respect to the subject matter hereof. This Agreement may , shall be modified only by an instrument binding upon the parties unless made in writing duly executed and signed by the party sought parties to this Agreement. A mere acknowledgment of any action inconsistent with the terms of this Agreement shall not be bound by deemed an acceptance or approval of such modificationinconsistent action.

Entire Agreement; Modification. This Agreement set forth hereinAgreement, together with the schedules including without limitation all exhibits and exhibits attached attachments hereto, shall constitute contains the entire agreement between Agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations previous agreements, negotiations, commitments and agreements writings among the parties hereto with respect to of the subject matter hereof. This Agreement , and may not be changed or modified only in any manner unless in a written instrument duly approved by an instrument in writing duly executed by the party sought to be bound by such modificationboth Parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between Covenantor, Acquiror and the parties hereto Company with respect to the subject matter hereof and supersedes all prior negotiations it is the complete, final and agreements exclusive embodiment of the agreement with respect regard to the this subject matter hereof. This Agreement may It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified only by an instrument amended except in writing duly executed signed by the party sought to be bound by such modificationall parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between among the parties hereto with respect to the subject matter hereof, and neither this Agreement nor any provisions hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may shall be modified only waived, changed, discharged, or eliminated except by an instrument in writing duly executed signed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreement or understanding between the parties with respect to the subject matter hereof transaction contemplated by this Agreement. No modification of this Agreement and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may no waiver of any of its terms or conditions shall be modified only by an instrument effective unless made in writing and duly executed by the party sought to be bound by such modificationBuyer or Seller.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof of this Agreement (except for the Confidentiality Agreement, which shall continue in full force and supersedes all prior negotiations and agreements effect in accordance with respect to its terms after the subject matter hereofClosing under this Agreement or if the Closing does not take place). This Agreement may not be modified only amended except by an instrument in writing duly executed signed by or on behalf of the party sought to be bound by charged with such modificationamendment.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute contains the entire agreement between the parties hereto with respect to the subject matter hereof transactions contemplated herein and supersedes all prior negotiations and agreements with respect no representation, promise, inducement or statement of intention relating to the subject matter hereoftransactions contemplated by this Agreement has been made by any party which is not set forth in this Agreement. This Agreement may shall not be modified only or amended except by an instrument in writing duly executed signed by the party sought to be bound by such modificationor on behalf of both parties hereto.

Entire Agreement; Modification. This Agreement set sets forth herein, together with the schedules and exhibits attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof, and all prior discussions, representations, proposals, offers and oral or written communications of any nature are entirely superseded hereby and extinguished by the execution hereof. This Agreement may No modification hereof or waiver of any right hereunder will be modified only effective unless it is evidenced in a writing executed by an instrument in writing duly executed by authorized representative of the party sought to be bound by such modificationcharged therewith.

Entire Agreement; Modification. This Agreement set forth herein, together with contains the schedules sole and exhibits attached hereto, shall constitute the entire agreement Agreement between the parties hereto and incorporates and supersedes any and all prior or contemporaneous oral or written agreements with respect to the matters referred to herein. This Agreement may not be modified, amended or changed except by an agreement in writing signed by both parties hereto. The parties acknowledge and agree that neither of them have made any representation with respect to the subject matter hereof of this Agreement or any representations including the execution and supersedes all prior negotiations and agreements with respect to the subject matter delivery hereof. This Agreement may be modified only by an instrument in writing duly executed by the party sought to be bound by such modification.

Entire Agreement; Modification. This Agreement set forth hereinAgreement, together with the schedules any Exhibits furnished hereunder (which are hereby incorporated into and exhibits attached heretomade part of this Agreement), shall constitute the sole and entire agreement between among the parties hereto with respect pertaining to the subject matter hereof contained herein, and supersedes all prior and contemporaneous agreements, representations, negotiations and agreements with respect to understandings of the subject matter hereofparties. This No supplement, modification or amendment of this Agreement may shall be modified only by an instrument binding unless executed in writing duly executed by the party sought to be bound by such modificationboth parties.

Entire Agreement; Modification. This Agreement set forth herein, together with the schedules and exhibits attached hereto, shall constitute constitutes the entire agreement between the parties hereto with respect to regarding the subject matter hereof and supersedes all prior negotiations and there are no understandings or agreements with respect to the subject matter hereofother than those incorporated in this Agreement. This Agreement may shall not be modified only amended, modified, or supplemented at anytime, unless by an instrument in a writing duly executed by the party sought to be bound by such modificationparties hereto.

Entire Agreement; Modification. This Agreement set forth hereinsupersedes all prior agreements, together with the schedules understandings, representations and exhibits attached hereto, shall constitute the entire agreement communications between the parties hereto parties, whether oral or written, with respect to the subject matter transactions contemplated hereby. Neither this Agreement nor any provisions hereof and supersedes all prior negotiations and agreements with respect to the subject matter hereof. This Agreement may will be modified only modified, supplemented or waived, except by an instrument in writing duly executed signed by both parties hereto and then only to the party sought to be bound by extent expressly provided in such modification.writing. ​