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.