Entire Agreement. This Agreement, including and together with any related exhibits, schedules, and the applicable terms of any purchase orders and/or shipping instructions, constitutes the sole and entire understanding and agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, proposals, discussions, representations, and warranties, both written and oral, with respect to such subject matter. If there is a conflict between the terms of this Agreement and of any exhibit, schedules or purchase orders, the terms of this Agreement shall govern.

Entire Agreement. This Agreement, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. In the event of any inconsistency between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall govern.

Entire Agreement. This Amendment No. 10 and the Credit Agreement, as amended hereby, represent the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Entire Obligation. Except as provided in [Subsection 4(j)] of this Agreement, following the Executive’s termination of employment under this [Subsection 4(d)], the Executive will have no further obligation to the Company pursuant to this Agreement (other than under [Subsection 4(i)] and Paragraph 18 (to the extent such policies, guidelines and codes by their terms apply post-employment)). Except for the Termination Payment and as otherwise provided in accordance with the terms of the Company’s benefit programs and plans then in effect or as expressly required under applicable law, after termination by the

Entire Agreement. This Agreement, which shall include the Exhibits hereto, contains all of the understandings and representations between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing,

Entire Agreement. The Purchase Agreement (including the exhibits and schedules thereto), as amended by this Amendment, constitutes (along with the documents referred to in the Purchase Agreement) a complete and exclusive statement of the terms of the agreement between the Company and the Investor with respect to its subject matter, and any reference to the Purchase Agreement (including the exhibits and schedules thereto) shall be a reference to the Purchase Agreement (including the exhibits and schedules thereto) as amended hereby.

Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire understanding between you and ​ and its Subsidiaries, and supersedes all other agreements, whether written or oral, with respect to the Award.

Entire Agreement. Employee and the Company acknowledge that this Agreement and the exhibits hereto contains the entire agreement and understanding of the parties and that no other representation or agreement of any kind whatsoever has been made to Employee by the Company or by any other person or entity to cause Employee to sign this Agreement.

Entire Agreement. This Agreement, together with all schedules and exhibits hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

Entire Agreement. Except as otherwise provided in the Continuity Agreement dated the date hereof, as amended, between the Company and Executive and any plans or programs providing for perquisites, options and/or other equity grants otherwise provided to Executive, the terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment and/or termination of employment of Executive by the Company. This Agreement shall not apply at all if the Continuity Agreement is applicable to Executive due to a Change of Control, as defined in the Continuity Agreement. The Severance Agreement dated ​ between the Company and Executive is hereby terminated and of no further force and effect.

Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties relating to the subject matter hereof, and any previous agreement or understanding between the parties with respect thereto is superseded by this Agreement and the Plan.

Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject matter hereof, supersedes any and all prior agreements and understanding regarding the subject matter hereof, and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing, consented to in writing by the Company and the Consultant.

Entire Agreement. This Agreement, together with the Purchase Agreement, constitutes the entire agreement between the parties with regard to the management and operation of the Business by Manager during the term of this Agreement, and this Agreement supersedes all prior or contemporaneous agreements, representations, negotiations, discussions and understandings of the parties with respect to the subject matter hereof.

Entire Agreement. Excepting the Confidentiality and Non-Disclosure Agreement signed previously, which shall remain in full force and effect, the Parties understand that no promise, inducement, or other agreement not expressly contained herein has been made conferring any benefit upon them; that the Agreement contains the entire Agreement between them; and that the terms of the Agreement are contractual and not recitals only.

Entire Agreement. This Agreement embodies the entire understanding of WuXi ATU and Graphite and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained herein. The terms of the Agreement shall supersede all previous agreements (if any) which may exist or have existed between WuXi ATU and Graphite relating to the Services. The Agreement represents the entire understanding of the Parties with respect to the subject matter hereof. The Agreement shall not be modified except by a written agreement signed by the Parties.