Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including the exhibits Schedules and Exhibits hereto and the other agreements and instruments to be executed and delivered by the Parties pursuant hereto) constitutes the entire and final agreement among the Parties with respect to the subject matter hereof hereof, and supersedes any and replaces all prior agreements, understandings, agreementscommitments, or communications and representations by or made among the Parties, whether written or oral, to the extent they related in any way with respect to the subject matter hereof. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by all the Parties.

Entire Agreement and Modification. This Agreement (Agreement, including the exhibits hereto) hereto and the agreements expressly referred to herein, constitutes the entire agreement among understanding between the Parties with respect parties pertaining to the subject matter hereof and supersedes any all prior agreements, understandings, agreementsnegotiations and discussions, whether oral or written. There are no warranties, representations by or among other agreements between the Partiesparties, written or oral, to the extent they related in any way to connection with the subject matter hereof, except as specifically set forth herein. This No supplement, modification, waiver or termination of this Agreement may not shall be amended except by a written agreement binding unless made in writing and executed by all Partiesthe party thereto to be bound.

Entire Agreement and Modification. This Agreement (including together with the exhibits heretoand schedules) constitutes the entire agreement among of the Parties parties and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto, or any of them, with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Partiesthe party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including the all exhibits hereto) ), together with the Merger Agreement and the Voting Agreement, constitutes a complete and exclusive statement of the entire terms of the agreement among between the Parties parties hereto with respect to the subject matter hereof and thereof and supersedes any all prior understandings, agreements, or representations by or among agreements between the Parties, written or oral, to the extent they related in any way parties hereto with respect to the subject matter hereofhereof and thereof. This Agreement may not be amended except by a written agreement executed by all Partieseach of the parties hereto.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes Agreement, together with all referenced and attached exhibits, contains the entire agreement among between the Parties parties hereto, supersedes all prior agreements, arrangements, or understandings between the parties and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the its subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereofmatter. This Agreement may not be modified or amended except by a written agreement executed duly signed by all Partiespersons authorized to act on behalf of the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes and its Exhibits constitute the entire agreement among between the Parties with respect to parties, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements amending, altering or supplementing the subject matter terms hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended made except by means of a written agreement executed document signed by all Partiesa duly authorized representative of each party.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes and all exhibits, schedules and documents delivered pursuant to this Agreement constitute the entire agreement among between the Parties parties hereto with respect to the subject matter hereof and supersedes any all prior agreements and understandings, agreementsoral and written, or representations by or among between the Parties, written or oral, to the extent they related in any way parties with respect to the subject matter hereofof this Agreement. This Agreement may not only be amended except amended, supplemented or modified by a written agreement instrument executed by all Partiesthe parties to this Agreement.

Entire Agreement and Modification. This Agreement (including and the exhibits hereto) constitutes attached hereto constitute the entire agreement among understanding between the Parties parties with respect to the subject matter hereof and supersedes any all prior understandingscontemporaneous discussions, agreements, agreements or representations by or among the Partiesrepresentations, written or oral, to the extent they related in any way to concerning the subject matter hereofof this Agreement. This No modification or amendment of this Agreement may not shall be amended except binding unless in writing signed by a written agreement executed by all Partiesboth parties hereto.

Entire Agreement and Modification. This Agreement (including Agreement, together with the exhibits exhibits, schedules, certificates and instruments attached hereto) constitutes , which documents are incorporated herein by reference, supersedes all prior agreements between the entire agreement among the Parties parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among thereof and constitutes a complete and exclusive statement of the Parties, written or oral, to terms of the extent they related in any way agreement between the parties with respect to the subject matter hereofhereof and thereof. This Agreement may not be amended except by a written agreement executed by all Partiesthe party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including the exhibits heretoits Exhibits) constitutes and contains the entire agreement among of the Parties with respect to the subject matter hereof and supersedes in its entirety any and all prior understandingsnegotiations, agreementscorrespondence, or representations by or among understandings and agreements between the PartiesParties respecting its subject matter, written or oral, to including the extent they related in any way to the subject matter hereofPrevious Agreement. This Agreement may not be amended except by a written agreement instrument executed by all Partiesthe Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including together with the exhibits heretoand schedules) constitutes the entire agreement among of the Parties parties and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto, or any of them, with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Partiesthe party to be charged with the amendment. This Agreement amends and replaces in its entirety the Original Agreement.

Entire Agreement and Modification. This Agreement (including the exhibits exhibits, schedules and annexes hereto, the Seller Disclosure Letter and the Buyer Disclosure Letter) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including Agreement, together with all exhibits, is intended to be the exhibits hereto) constitutes the entire agreement among the Parties complete and integrated understanding, with respect to the subject matter hereof hereof, of all Parties. To be effective, any modification or extension of this Agreement must be in writing and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including together with the exhibits heretoagreements referenced herein) constitutes the entire agreement among between the Parties parties with respect to the subject matter hereof and supersedes any all prior agreements and understandings, agreements, or representations by or among the Parties, both written or and oral, between the parties with respect to the extent they related in any way to the its subject matter hereofand constitutes 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 amended, supplemented or otherwise modified except by in a written agreement document executed by all Partiesthe party against whose interest the modification will operate.

Entire Agreement and Modification. This Agreement (Agreement, including the exhibits hereto) constitutes Exhibit A, represents the entire understanding and agreement among of the Parties parties with regard to this matter and supersedes any prior or contemporaneous agreements or understandings, whether oral or written, between the parties with respect to the subject matter hereof of this Agreement. No amendment or modification of this Agreement shall be effective unless in writing and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed signed by all Partiesparties.

Entire Agreement and Modification. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof, including specifically the Heads of Terms. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including and the exhibits hereto) constitutes Exhibits attached hereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among of the Parties, written or oraland supersede any and all prior negotiations, to correspondence, understandings and agreements between the extent they related in any way to Parties, respecting the subject matter hereof. This Agreement may not only be amended except amended, modified or supplemented by a written agreement executed instrument signed by all both Parties.

Entire Agreement and Modification. This Agreement (including the exhibits heretoits exhibits) constitutes and contains the entire agreement among of the Parties with respect to the subject matter hereof parties and supersedes any and all prior understandingsnegotiations, agreementscorrespondence, or representations by or among understandings and agreements between the Parties, written or oral, to the extent they related in any way to the parties respecting its subject matter hereofmatter. This Agreement may not be amended except by a written agreement executed by all Partiesthe party to be changed with the amendment.

Entire Agreement and Modification. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof, including specifically the Heads of Terms dated May 20, 2005. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) Agreement, with its exhibits, constitutes the entire agreement among of the Parties with respect to the subject matter hereof hereto and supersedes any and all other prior or contemporaneous negotiations, understandings, agreementsand oral or written agreements between the Parties. Each party acknowledges that no representations, inducements, promises, or representations agreements have been made by or among the Partiesany person that are not incorporated herein, written or oraland that any other agreements shall be void. Furthermore, to the extent they related any modification of this Agreement shall only be effective if in any way to the subject matter hereof. This Agreement may not be amended except writing and signed by a written agreement executed by all Partiesboth Parties hereto.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended prior to the Effective Time except by a written agreement executed by all PartiesParties and after the Effective Time except by a written agreement signed by Parent and a majority in interest of the Company Stockholders.

Entire Agreement and Modification. This Agreement (including and the exhibits hereto) constitutes and schedules attached hereto are the entire agreement among Agreement between the Parties with respect to the subject matter hereof of this Agreement and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Partieseach of the Parties hereto.

Entire Agreement and Modification. This Agreement (Agreement, including the exhibits hereto) constitutes its exhibits, reflects the entire agreement among of the Parties parties regarding its subject matter, and supersedes all prior and contemporaneous agreements, understandings and communications as between the parties, whether written or oral with respect to the that subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereofmatter. This Agreement may will not be amended amended, altered or waived except by a written agreement executed signed by all Partiesof the parties.

Entire Agreement and Modification. This Agreement (including along with the exhibits heretoDisclosure Letter, Exhibits, Sellers Closing Documents, Buyer Closing Documents and other documents delivered pursuant to this Agreement) constitutes contains the entire complete agreement among the Parties with respect to the subject matter hereof hereto and supersedes supersede any prior understandings, agreements, agreements or representations by or among between the Parties, written or oral, to the extent they which may have related in any way to the subject matter hereofhereof in any way. This Agreement may not be amended amended, supplemented, or otherwise modified except by a written agreement executed by all Partiesthe Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including together with the exhibits heretoExhibits and schedules) constitutes the entire agreement among of the Parties and supersedes all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Partiesthe Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) and the Ancillary Agreements constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties...

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended prior to the Effective Time except by a written agreement executed by all PartiesParties and after the Effective Time except by a written agreement signed by Parent.

Entire Agreement and Modification. This Agreement (including the exhibits heretoExhibits and documents referred to herein) constitutes contains the entire understanding and agreement among of the Parties with respect to the subject matter hereof hereof, and supersedes any prior understandingsunderstanding, agreements, or representations representation by or among the Parties, written or oral, to the extent they are related in any way to the subject matter hereof. This Agreement may not be amended amended, modified, supplemented or changed in any respect except by a written agreement writing duly executed by all PartiesHolding Company and the Members. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties, and, to the extent the rights, duties, indemnifications or obligations of the Escrow Agent are affected thereby, the Escrow Agent.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes shall constitute the entire agreement among between the Parties parties with respect to the subject matter hereof transactions contemplated hereby and supersedes any all prior understandingsagreements and understandings between the parties relating to such transactions. The Exhibits attached hereto are considered to be a part of this Agreement. No modification of this Agreement shall be binding, agreements, or representations unless in writing and signed by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Partiesan authorized representative of each party.

Entire Agreement and Modification. This Agreement (including the all --------------------------------- exhibits hereto) constitutes contains the entire agreement among between the Parties parties with respect to the subject matter hereof and hereof, supersedes any all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement and may not be amended amended, supplemented or terminated, nor shall any obligation hereunder or condition hereof be deemed waived, except by a written agreement executed instrument to such effect signed by all Partiesthe party to be charged or as otherwise expressly provided in this Agreement.

Entire Agreement and Modification. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof, including specifically the Heads of Terms signed between the Parties on November 1st, 2004. This Agreement may not be amended except by a written agreement executed by all Parties.

Entire Agreement and Modification. This Agreement (including the and its incorporated exhibits hereto) constitutes and attachments constitute the entire agreement among of the Parties parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not only be modified or amended except in writing, with such modification to become effective upon ratification and signature by a written agreement executed by all Partiesboth parties.

Entire Agreement and Modification. This Agreement (including and the exhibits hereto) constitutes and schedules hereto constitute and contain the entire agreement among of the Parties with respect to parties supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or in writing, between the parties respecting the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereofof this Agreement. This Agreement may not be amended except by only in a written agreement executed instrument signed by all Partiesparties hereto.

Entire Agreement and Modification. This Agreement (including and the exhibits hereto) constitutes documents referred to herein contain the entire agreement among between the Parties with respect parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereofway. This Agreement may not be amended except by a written agreement executed by all Partieseach party hereto.

Entire Agreement and Modification. This Agreement (including the exhibits heretodocuments referred to herein) constitutes the entire agreement among between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, agreements or representations by or among between the Parties, written or oral, to the extent they that may have related in any way to the subject matter hereof. This No amendment or modification of any provision of this Agreement may not shall be amended except valid unless the same shall be in writing and signed by a written agreement executed by all Partiesthe Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (Agreement, including the exhibits Exhibits attached hereto) constitutes the entire agreement among , supersedes all prior agreements between the Parties with respect to the its subject matter hereof and supersedes any prior understandings, agreements, or representations by or among constitutes (along with the Parties, written or oral, documents referred to in this Agreement) a complete and exclusive statement of the extent they related in any way terms of the agreement between the Parties with respect to the its subject matter hereofmatter. This Agreement may not be amended except by a written agreement executed by all Partiesthe Party against whom the enforcement of such amendment is sought.

Entire Agreement and Modification. This Agreement (including the exhibits hereto) constitutes and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may not be amended except by a written agreement executed by all Parties.