definiens: means . ThisAgreement, including the exhibits referred to herein and the other writings specifically identified herein or contemplated hereby, is complete, reflects the entire agreement of the Parties with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings . No promises, representations, understandings, warranties and agreements have been made by any of the Partieshereto except as referred to herein or in such schedules and exhibits or in such other writings ; and all inducements to the making of thisAgreement relied upon by either Party hereto have been expressed herein or in such schedules or exhibits or in such other writings . ThisAgreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by awriting duly and validly executed by each Party hereto, or in the case of a waiver, the Party waiving compliance . Whenever possible, eachprovision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of thisAgreement will be deemed prohibited or invalid under such applicable law, such provision will be ineffective to the extent of such prohibitionor invalidity, and such prohibition or invalidity will not invalidate the remainder of such provision or the other provisions of this Agreement