ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS Sample Clauses

ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. (a) This Agreement constitutes the entire agreement of the Partners relating to the Partnership and supersedes any and all prior contracts, understandings, negotiations and agreements with respect to the Partnership and the subject matter hereof, whether oral or written. (b) This Agreement may be amended or modified from time to time only by a written instrument executed by each of the Partners; provided, however, that the General Partner may amend Exhibit A from time to time to reflect the admission or withdrawal of Partners, the issuance, redemption or transfer of Partnership Units, changes in Percentage Interests, or changes in the names or addresses of Partners, in each case pursuant to transactions otherwise permitted by the terms of this Agreement; and provided further, that the General Partner may amend this Agreement from time to time to make ministerial changes that are not materially adverse, in the good faith judgment of the General Partner, to the interests of any Partner. (c) Any waiver or consent, express, implied or deemed, in whatever form, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Partnership or any action inconsistent with this Agreement is not a waiver of or consent to any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Partnership or any other such action. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. All waivers and consents hereunder shall be in writing and shall be delivered to the other Partners in the manner set forth in Section 13.3.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. XII.2.1 The Certificate and this Agreement constitute the entire agreement of the Members and their respective Affiliates relating to the Company and supersedes any and all prior contracts, understandings, negotiations, and agreements with respect to the Company and the subject matter hereof, whether oral or written. XII.2.2 The Certificate and this Agreement may be amended or modified from time to time only by a written instrument executed by the Members. XII.2.3 In the event of an inconsistency or conflict between the provisions of this Agreement and any resolution adopted by the Members, resolution shall be deemed an amendment to this Agreement and a waiver by the Members of the inconsistent or conflicting provision of this Agreement. Any waiver or consent, express, implied or deemed to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company or any action inconsistent with this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company or any other action. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of limitations period has run. Except with respect to the matters described in the first sentence of this Section XII.2.3, all waivers and consents hereunder shall be in writing and shall be delivered to the Company and the Members in the manner set forth in Section XII.1. A Member may grant or withhold any waiver or consent in its absolute sole discretion.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. 13.2.1 With the exception of the Joint Venture Agreement between the Initial Members (which shall apply to them), the Articles and this Agreement constitute the entire agreement of the Members and their respective Affiliates and partners relating to the Company and supersedes any and all prior contracts, understandings, negotiations, and agreements with respect to the Company and the subject matter hereof, whether oral or written; provided, however, that with respect to the Initial Members, the Joint Venture Agreement shall control as between them. 13.2.2 Subject to Section 13.2.3 hereof and except as otherwise provided herein, the Articles and this Agreement may be amended or modified from time to time only in accordance with Section 7.2.3. 13.2.3 In the event of an inconsistency or conflict between the provisions of this Agreement and any resolution adopted by the Members, such resolution shall be deemed an amendment to this Agreement and a waiver by the Members of the inconsistent or conflicting provision of this Agreement (except that provisions herein requiring a Supermajority Vote will be deemed amended only by a resolution adopted by a Supermajority Vote). Any waiver or consent, express, implied or deemed to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company or any action inconsistent with this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company or any other such action. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. Except with respect to the matters described in the first sentence of this Section 13.2.3, all waivers and consents hereunder shall be in writing and shall be delivered to the Company and the Members in the manner set forth in Section 13.1 above. A Member may grant or withhold any waiver or consent in its absolute sole discretion.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. (a) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous contracts, understandings, negotiations and agreements with respect to the Company and the subject matter hereof, whether oral or written. (b) Any waiver or consent, express, implied or deemed, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company or any action inconsistent with this Agreement is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company or any other such action. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that person or its rights with respect to that default until the applicable statute of limitations period has lapsed. All waivers and consents hereunder shall be in writing and shall be delivered to the other Member in the manner set forth in Section 8.2 A Member may grant or withhold any waiver or consent in its absolute sole discretion.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. 6.1 It is understood that this AGREEMENT contains the entire agreement between the parties relating to the LICENSED PATENTS. Neither party shall be bound by any agreement, covenants, or warranties made by its agents or employees, or any other person, unless such agreements, covenants, and warranties shall be reduced to writing and signed by it. The failure of either of the parties at any time or times to require performance of the other of any provisions hereof shall in no manner affect the right of the first-mentioned party thereafter to enforce the same. The waiver by either of the parties of any breach of any provision hereof shall never be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. (a) This Agreement constitutes the entire agreement of the Partners relating to the Partnership and supersedes any and all prior contracts, understandings, negotiations and agreements with respect to the Partnership and the subject matter hereof, whether oral or written. (b) This Agreement may be amended or modified from time to time only by a written instrument executed by each of the Partners; provided, however, that the General Partner may amend Exhibit A from time to time to reflect the admission or withdrawal of Partners, the issuance, redemption or transfer of Partnership Units, changes in Percentage Interests, or changes (c) Any waiver or consent, express, implied or deemed, in whatever form, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Partnership or any action inconsistent with this Agreement is not a waiver of or consent to any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Partnership or any other such action. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. All waivers and consents hereunder shall be in writing and shall be delivered to the other Partners in the manner set forth in Section 13.3.
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. 19 12.3 Binding Effect; No Third-Party Beneficiaries............... 20 12.4
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. 12.2.1 The Certificate and this Agreement constitute the entire agreement of the Members and their respective Affiliates relating to the Company and supersedes any and all prior contracts, understandings, negotiations, and agreements with respect to the Company and the subject matter hereof, whether oral or written. 12.2.2 The Certificate and this Agreement may be amended or modified from time to time only by a written instrument executed by both of the Voting Members. However, no amendment or modification which has an adverse affect upon the Liquidation Member may be adopted without the written consent of the Liquidation Member. 12.2.3 In the event of an inconsistency or conflict between the provisions of this Agreement and any resolution adopted by the Voting Members, resolution shall be deemed an amendment to this Agreement and a waiver by the Voting Members of the inconsistent or conflicting provision of this Agreement. Any waiver or consent, express, implied or deemed to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company or any action inconsistent with this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company or any other action. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of
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ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS. 11.2.1 The Certificate and this Agreement constitute the entire agreement of the Members and their respective Affiliates relating to the Company and supersedes any and all prior contracts, understandings, negotiations, and agreements with respect to the Company and the subject matter hereof, whether oral or written.
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Related to ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS

  • Entire Agreement and Modifications This Contract supersedes all previous contracts between the parties hereto on the same subject matter and constitutes the entire understanding of the parties hereto on the subject matter of this Contract. Contractor shall be entitled to no other benefits than those specified herein. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. Contractor specifically acknowledges that in entering into and executing this contract, Contractor relies solely upon the provisions contained in this Contract and no others.

  • Entire Agreement and Modification This Agreement supersedes all prior agreements between the parties with respect to its subject matter 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 the party to be charged with the amendment.

  • Entire Agreement, Waiver or Modification This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by the parties subsequent to the date of this Agreement. The parties have not made any other agreement or representation with respect to such matter.

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  • Entire Agreement; Modifications This Agreement constitutes the entire and final expression of the agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.

  • Entire Agreement; Waivers This Agreement and the Exhibits and Schedules hereto constitute the entire agreement between the parties pertaining to the contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

  • Entire Agreement; Modification; Waiver This Agreement constitutes the entire agreement between or among the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

  • Entire Agreement; Modification This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

  • ENTIRE AGREEMENT; MODIFICATION AND WAIVER (a) This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supercedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof, except that the parties acknowledge that this Agreement shall not affect any of the rights and obligations of the parties under any agreement or plan entered into with or by the Bank or the Company pursuant to which the Executive may receive Base Salary or other compensation except as set forth in Section 12 hereof. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto. (b) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. (c) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

  • Entire Agreement; Amendment; Waivers This Agreement and ------------------------------------ the documents delivered pursuant to it constitute the entire agreement and understanding among the Parties and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, the amendment, modification, supplement or waiver is in writing and signed by the Majority Stockholders, the Company and WORK. The waiver of any of the terms and conditions of this Agreement shall not be construed or interpreted as, or deemed to be, a waiver of any of its other term or conditions.

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