Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Modification.Agreement. This Agreement, includingAgreement (including the exhibitsExhibits and schedules, constituteSchedules hereto) constitutes the entire agreement between the parties hereto pertainingParties with respect to theits subject matter herein and supersedes all prior or contemporaneous discussions, negotiations, agreements and contemporaneous agreements, understandings, negotiationsunderstandings (both written and discussionsoral) among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shallParties with respect to such subject matter; and may be binding unless executed inamended only by a writing signed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.all Parties.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibitsAgreement (including any exhibits, schedules and schedules, constituteother documents referred to herein) contains the entire agreementunderstanding between the parties hereto pertainingwith respect to the subject matter hereinhereof and supersedes allany prior and contemporaneous agreements, understandings, negotiations and discussions among the parties,agreements or representations, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing byoral, relating to the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.subject matter hereof.

Entire Agreement; Modification.Agreement. This Agreement, including thetogether with all schedules and exhibits and schedules,hereto, constitute the entire agreement betweenof the parties hereto pertainingParties with respect to the subject matter hereinhereof and supersedes all prior agreements and contemporaneous agreements, understandings, negotiationsundertakings, both written and discussionsoral, among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing byParties with respect to the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.subject matter hereof.

Entire Agreement; Modification.Agreement. This Agreement, including theAgreement (including any exhibits and schedules, constituteor schedules hereto) constitutes the entire agreement between the partiesParties hereto pertainingwith respect to the subject matter hereinhereof and supersedes all priorprevious agreements and contemporaneous agreements, understandings, negotiations and discussions amongunderstandings between the parties,Parties, whether written or otherwise. No supplement, modificationoral, including, but not limited, to all proposals, negotiations, conversations, letters of intent, term sheets, memoranda of understanding or waiver or terminationdiscussions, between the Parties relating to the subject matter of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemedand all past dealing or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.industry custom.

Entire Agreement; Modification.Agreement. This Agreement, including theAgreement (including any exhibits and schedules, constituteschedules hereto) constitutes the entire agreement between the partiesParties hereto pertainingwith respect to the subject matter hereinhereof and supersedes all priorprevious agreements and contemporaneous agreements, understandings, negotiations and discussions amongunderstandings between the parties,Parties, whether written or otherwise. No supplement, modificationoral, including, but not limited, to all proposals, negotiations, conversations, letters of intent, term sheets, memoranda of understanding or waiver or terminationdiscussions, between the Parties relating to the subject matter of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemedand all past dealing or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.industry custom.

Section # Entire Agreement; Modification.Agreement. This Agreement, including the exhibitstogether with all Exhibits and schedules,Schedules hereto and all other agreements referenced therein and herein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereinhereof and supersedessupersede all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, writtendiscussions, whether oral or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of anywritten, of the provisions of this Agreement shall be deemedparties and there are no warranties, representations or shall constitute a waiver of any other provisionagreements between the parties in connection with the subject matter hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.except as specifically set forth herein and therein.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibitsSchedules and schedules, constituteExhibits hereto, and together with the Other Agreements, contains the entire agreement betweenand understanding among the parties hereto pertainingwith respect to the subject matter herein andhereof, supersedes all prior and contemporaneous agreements, arrangements and understandings, negotiations and discussions amongshall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the parties, written or otherwise. No supplement, modification or waiver or terminationnegotiation of the terms hereof. All references herein to this Agreement shall specifically include, incorporate and refer to the Schedules and Exhibits attached hereto which are hereby made a part hereof. There are no representations, promises, warranties, covenants, undertakings or assurances (express or implied) other than those expressly set forth or provided for herein and in the other documents referred to herein. This Agreement may not be binding unless executed inmodified or amended orally, but only by a writing signed by all the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.parties hereto.

Entire Agreement; Modification.Agreement. This Agreement, includingAgreement (including the exhibits hereto and schedules, constituteany written amendments hereof executed by the parties) constitutes the entire agreementAgreement and supersedes all prior agreements and understandings, oral and written, between the partiespatties hereto pertainingwith respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.hereof.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constituteAgreement constitutes the entire agreement between the parties hereto pertainingrelative to the subject matter hereinhereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties,proposals, written or otherwise. No supplement, modification or waiver or terminationoral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement shallmay be binding unlessmodified, amended or rescinded only by a written agreement executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.both parties.

Entire Agreement; Modification.Agreement and Amendment. This Agreement, includingAgreement (including the exhibits and schedules, constituteSchedules hereto) constitutes the entire agreement of the parties hereto and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties hereto pertainingwith respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties,hereof. This Agreement may only be amended by written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writinginstrument signed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.both parties hereto.

Entire Agreement; Modification.Modification: This Agreement, including the exhibits and schedules, constituteAgreement sets forth the entire agreement between the parties heretoParties pertaining to the subject matter hereinin this Agreement, and fully supersedes any and all prior and contemporaneous agreements, understandings, negotiations and discussions amongagreements or understandings between the parties, written or otherwise.Parties pertaining to the subject matter in this Agreement. No supplement, modification or waiver or termination of this Agreement shallwill be bindingvalid unless executedit is in writing identified as an amendment to the Agreement and is signed by the party to be bound thereby. No waiver of anyall of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Parties.

Entire Agreement; Modification.Agreement. This Agreement, includingAgreement and the exhibits and schedules, constituteexhibit hereto constitutes the entire agreement between the parties hereto pertainingand supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Agreement.

Entire Agreement; Modification.Amendments. This Agreement, includingAgreement and any ancillary agreements among the exhibits and schedules, constituteParties delivered in connection herewith constitutes the entire agreement betweenand supersedes all prior agreements and understandings, both written and oral, of the parties hereto pertainingParties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, writtenhereof. Any oral representations or otherwise. No supplement, modification or waiver or termination ofmodifications concerning this Agreementinstrument shall be bindingof no force or effect unless executedcontained in writinga subsequent written modification signed by the party to be bound thereby. No waiver of any ofcharged. This Agreement may be amended, waived or modified only by a written instrument executed by the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Parties.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibitsAgreement and schedules, constituteExhibits and other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding and agreement betweenof the parties heretoParties with respect to the subject matter hereof. This Agreement supersedes all prior agreements pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.hereof.

Entire Agreement; Modification.Agreement and Amendments. This Agreement, including the exhibits and schedules, constituteAgreement constitutes the entire agreement between the parties hereto pertainingParties with respect to the subject matter hereinhereof and supersedes all prior agreements, understandings and contemporaneous agreements, understandings, negotiations and discussions amongcommunications between the parties,Parties, whether written or otherwise.oral, relating to the same subject matter. No supplement, modificationmodification, amendments or waiver or termination ofsupplements to this Agreement shall be binding upon the Parties unless executed in writing and executed by the party to be bound thereby. No waiverduly authorized representative of anyeach of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Parties.

Entire Agreement; Modification.Agreement. This Agreement, includingtogether with Exhibit A, constitutes the exhibitscomplete and schedules, constitute the entireexclusive understanding and agreement betweenof the parties hereto pertainingwith respect to theits subject matter herein and supersedes all prior understandings and contemporaneous agreements, understandings, negotiations and discussions among the parties,whether written or otherwise. No supplement,oral, with respect to its subject matter. Any waiver, modification or waiver or terminationamendment of any provision of this Agreement shallwill be binding unless executedeffective only if in writing and signed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.parties hereto.

Entire Agreement; Modification.Amendment. This Agreement, including the exhibits and schedules, constituteAgreement constitutes the entire agreement betweenamong the parties hereto pertainingwith respect to the subject matter hereinhereof and supersedes all prior agreements and contemporaneous agreements, understandings, negotiationsboth written and discussionsoral, among the parties, writtenparties with respect to the subject matter hereof. This Agreement may not be changed or otherwise. No supplement, modification or waiver or termination ofmodified, except by an agreement in writing specifically referencing this Agreement shall be binding unlessand executed in writing by the party to be bound thereby. No waiver of anyeach of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.parties hereto.

Entire Agreement; Modification. This Agreement, includingAgreement. Unless otherwise specifically agreed in writing, this Agreement and the exhibits and schedules, constituteExhibit hereto represent the entire agreement betweenunderstanding of the parties hereto pertainingwith reference to the subject mattertransactions set forth herein and supersedessupersede all prior warranties, understandings and contemporaneous agreements, understandings, negotiations and discussions amongagreements heretofore made by the parties, written or otherwise. No supplement, modification or waiver or termination ofand neither this Agreement shallnor any provisions hereof may be binding unless executedamended, waived, modified or discharged except by an agreement in writing signed by the party to be bound thereby. No waiveragainst whom the enforcement of any of the provisions of this Agreement shall be deemedamendment, waiver, change or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.discharge is sought.

Entire Agreement; Modification.Amendment. This Agreement, including the exhibitsSchedules hereto and schedules, constitutethereto, sets forth the entirecomplete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the partiesParties hereto pertainingand supersedes and terminates all prior agreements and understandings between the Parties with regard to the subject matter of this Agreement in the Territory. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise.therein. No supplement, modification orsubsequent alteration, amendment, change, waiver or termination ofaddition to this Agreement shall be binding upon the Parties unless executed inreduced to writing and signed by the party to be bound thereby. No waiveran authorized officer of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.each Party.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constituteAgreement. The Agreement constitutes the entire agreement between the parties hereto pertainingand supersedes all other agreements and understandings between them that may have related to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, writtenmatters contained herein. No modification, amendment or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of thisthe Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waivereffective unless otherwise expressly provided.approved in writing by both parties.

Entire Agreement; Modification.Amendment. This Agreement, includingAgreement and the exhibits and schedules,Schedules referred to herein constitute the entire agreement betweenof the parties hereto pertaining toParties and supersede all prior or contemporaneous agreements, undertakings and understandings of the Parties in connection with the subject matter hereof. All Schedules are hereby incorporated herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties,by reference. This Agreement may be amended, modified, or superseded only by a written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writinginstrument signed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.both Parties.

Entire Agreement; Modification.Amendments. This Agreement, including the exhibits and schedules, constituteAgreement contains the entire agreement between the parties hereto pertainingwith respect to the subject matter hereinhereof and supersedes all prior or contemporaneous negotiations, correspondence, understandings and contemporaneous agreements, understandings, negotiations and discussions amongagreements between the parties, written or otherwise. No supplement, modification or waiver or termination of thisparties with respect thereto. This Agreement shallmay be binding unless executedamended only by an agreement in writing signed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.both parties hereto.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibitsAgreement and schedules, constituteExhibits hereto and schedules referred to herein embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties hereto pertainingwith respect to thesuch subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.matter.

Section # Entire Agreement; Modification.Agreement. This Agreement, including the exhibitsExhibits and schedules, constituteSchedules attached to this Agreement, sets forth the entire agreement and understanding between the parties hereto pertainingas to the subject matter hereinhereof. All express or implied agreements, promises, assurances, arrangements, representations, warranties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions amongunderstandings as to the parties, writtensubject matter hereof, whether oral or otherwise. No supplement, modification or waiver or termination ofwritten, heretofore made are superseded by this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Agreement.

Entire Agreement; Modification. This Agreement, includingAgreement (including the exhibits hereto and schedules, constituteany written amendments hereof executed by the parties) constitutes the entire agreementAgreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto pertainingwith respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.hereof.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constituteAgreement contains the entire agreement betweenof the parties hereto pertainingrelating to the subject matter hereinhereof and supersedes all prior agreements and contemporaneous agreements, understandings, negotiations and discussions amongundertakings between the parties, written or otherwise.parties with respect to the subject matter herein. No supplement, modification or waiver or terminationamendment of this Agreement shall be binding unless executed in writing by the party to be bound thereby.both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.waiver.

Entire Agreement; Modification.Agreement. This Agreement, includingAgreement (including the exhibitsExhibits and schedules,Schedules hereto) constitute the full and entire understanding and agreement between the parties hereto pertainingwith respect to the subject matter hereinhereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties,any other written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing byoral agreement relating to the party to be bound thereby. No waiver of any ofsubject matter hereof existing between the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwiseparties is expressly provided.canceled.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibits and schedules, constitutedocument constitutes the entire agreement between the parties hereto pertaining to the subject matter herein and supersedesparties, incorporating all prior agreements, and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination ofmay only be amended in writing executed by both parties. The exhibits attached to this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions ofare incorporated into this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.for all purposes.

Entire Agreement; Modification.Agreement. This Agreement, includingAgreement (including the exhibitsExhibits and schedules,Schedules hereto, which are hereby incorporated herein by reference and deemed part of this Agreement), together with the Ancillary Documents constitute the entire agreement betweenamong the parties hereto pertainingwith respect to the subject matter hereinhereof and supersedessupersede all prior agreements and contemporaneous agreements, understandings, negotiationsundertakings, both written and discussions amongoral, with respect to the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.subject matter hereof.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constituteAmendments. The Agreement contains the entire agreement betweenunderstanding of the parties hereto pertainingwith respect to the subject matter hereinhereof and supersedes all prior agreements and contemporaneous agreements, understandings, negotiationsoral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.schedules.

Entire Agreement; Modification.Amendment. This Agreement, including but not limited to the exhibitsSchedules and schedules, constituteappendices hereto, set forth the entire agreement betweenand understanding of the parties hereto pertainingas to the subject matter hereinhereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executedon the parties and on each of their respective Affiliates. Except as explicitly provided for in writing by the party to be bound thereby. No waiver of any of the provisions ofthis Agreement, this Agreement shallmay be deemed or shall constituteamended only by a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.written instrument duly executed by both parties hereto.

Entire Agreement; Modification.Amendments. This Agreement, including the exhibits and schedules, constituteAgreement constitutes the entire agreement between the parties hereto pertainingwith regard to the subject matter hereinhereof and supersedesthereof, superseding all prior and contemporaneous agreements,agreements or understandings, negotiations and discussionswhether written or oral, between or among the parties. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all parties, written or otherwise. No supplement, modification or waiver or terminationor, in the case of this Agreement shall be binding unless executed in writinga waiver, by the party to be bound thereby. No waiverwaiving compliance. Except as expressly stated herein, no delay on the part of any of the provisions of this Agreementparty in exercising any right, power or privilege hereunder shall be deemed or shall constituteoperate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or future exercise of any other provision hereof (whetherright, power or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.privilege hereunder.

Section # Entire Agreement; Modification.Agreement. This Agreement, includingtogether with the exhibits and schedules, constitutehereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties hereto pertainingrelating to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.and all prior drafts of this Agreement, all of which are merged into this Agreement. No waiver of any of the provisionsprior drafts of this Agreement and no words or phrases from any such prior drafts shall be deemedadmissible into evidence in any action or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.suit involving this Agreement.

Entire Agreement; Modification. This Agreement, includingAmendments. The terms and conditions contained in this Agreement (including the exhibitsExhibits hereto) and schedules,the Transaction Documents constitute the entire agreement between the parties hereto pertainingParties and supersede all previous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, writtenhereof. No agreement or otherwise. No supplement, modification or waiver or termination ofunderstanding amending this Agreement shall be binding upon any Party unless executedset forth in writing by the partya written document which expressly refers to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiverand which is signed and delivered by duly authorized representatives of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.each Party.

Entire Agreement; Modification. This Agreement, includingAgreement (including agreements executed in substantially the form of the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein andattached hereto) supersedes all prior andor contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement,oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the partyis sought to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.asserted.

Entire Agreement; Modification.Agreement. This Agreement, including the exhibits and schedules, constituteAgreement contains the entire agreementAgreement and understanding between the parties hereto pertainingParties with respect to theits subject matter herein and supersedes all prior discussion, agreements and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of thisunderstandings between them with respect thereto. This Agreement shallmay not be binding unless executedmodified except in a writing signed by the party to be bound thereby. No waiver of anyboth of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Parties.

Entire Agreement; Modification.Agreement and Amendments. This Agreement, including the exhibits and schedules, constituteAgreement (including any attachments hereto) contains the entire agreement between the parties hereto pertainingParties with respect to the subject matter herein, and no oral statements or prior written matter not specifically incorporated herein shall be of any force and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise.effect. No supplement,variation, modification or waiver or termination of thischanges in the Agreement shall be binding on either Party unless set forth in a written document executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemedall Parties or shall constitute a waiver of any other provision hereof (whetherduly authorized agent, officer or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.representative thereof.

Entire Agreement; Modification.Severability. This Agreement, includingAgreement and the exhibitsExhibits attached hereto and schedules,made a part hereof constitute the entire agreement betweenunderstanding of the parties hereto pertainingParties with respect to the subject matter hereinhereof, superseding any and supersedes all priorprevious understandings, contracts and contemporaneous agreements, understandings, negotiationswritten and discussions amongoral This Agreement may only be waived, modified, or amended in a writing signed by the parties, written or otherwise. No supplement, modification or waiver or terminationParties. The terms of this Agreement shall be binding unless executed in writing byprevail over the party to be bound thereby. No waiverterms of any ofother documents or agreement between the provisionsparties, including without limitation, any pre-printed terms in Supplier's invoices or the Purchase Orders or other Product documentation. If any portion of this Agreement shallis held to be deemed or shall constitute a waiverunenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of anythe Parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.contexts and jurisdictions.

Entire Agreement; Modification.Agreement and Amendment. This Agreement, including the exhibits and schedules, constituteAgreement embodies the entire agreement betweenand understanding of the parties hereto pertaining toin respect of the subject matter hereinof this Agreement, and supersedes and replaces all prior agreements, understandings and contemporaneous agreements, understandings, negotiations and discussions among the parties,commitments with respect to such subject matter. This Agreement may be amended only by a written or otherwise. No supplement, modification or waiver or termination ofdocument signed by both parties to this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Agreement.

Entire Agreement; Modification.Severability. This Agreement, includingAgreement and the exhibitsExhibits attached hereto and schedules,made a part hereof constitute the entire agreement betweenunderstanding of the parties hereto pertainingParties with respect to the subject matter hereinhereof, superseding any and supersedes all priorprevious understandings, contracts and contemporaneous agreements, understandings, negotiationswritten and discussions amongoral This Agreement may only be waived, modified, or amended in a writing signed by the parties, written or otherwise. No supplement, modification or waiver or terminationParties. The terms of this Agreement shall be binding unless executed in writing byprevail over the party to be bound thereby. No waiverterms of any ofother documents or agreement between the provisionsparties, including without limitation, any pre-printed terms in Supplier's invoices or the Purchase Orders or other Product documentation. If any portion of this Agreement shallis held to be deemed or shall constitute a waiverunenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of anythe Parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.contexts and jurisdictions.

Entire Agreement; Modification.Agreement and Amendment. This Agreement, including the exhibits and schedules, constituteAgreement embodies the entire agreement betweenand understanding of the parties hereto pertaining toin respect of the subject matter hereinof this Agreement, and supersedes and replaces all prior agreements, understandings and contemporaneous agreements, understandings, negotiations and discussions among the parties,commitments with respect to such subject matter. This Agreement may be amended only by a written or otherwise. No supplement, modification or waiver or termination ofdocument signed by both parties to this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.Agreement.