Common use of Amendment and Waiver Clause in Contracts

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by written instrument in writing and signed by each of the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of this This Agreement may not be modified or amended or waived (whether except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument a writing signed by the parties heretoparties. No Any waiver by either party or breach of any breach of the terms of this Agreement shall be deemed not operate as a waiver of any other breach of such terms or subsequent breachconditions, or any other terms or conditions, nor shall any failure to enforce any provisions hereof operate as a waiver of such provision or any other provision hereof.

Amendment and Waiver. No provision of this Agreement may be amended modified, waived or waived (whether by act discharged unless such waiver, modification or course of conduct or omission or otherwise) unless that amendment or waiver discharge is by written instrument agreed to in a writing signed by the parties Parties hereto. No waiver by either party of Party of, or in compliance with, any breach condition or provision of this Agreement to be performed by the other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any other prior or subsequent breachtime.

Amendment and Waiver. No provision of this This Agreement may not be modified, amended or waived (whether in any manner except by act or course of conduct or omission or otherwise) unless that amendment or waiver is a written document executed by written instrument signed by the parties heretoEmployer and Employee. No The waiver by either party of compliance with any breach provision of this Agreement by the other party shall not operate or be deemed construed as a waiver of any other provision of this Agreement (whether or not similar), or a continuing waiver or a waiver of any subsequent breachbreach by such party of a provision of this Agreement.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment to, or waiver is by written instrument signed by the parties hereto. No waiver by either party of of, any breach provision of this Agreement shall be deemed effective unless in writing and signed by both parties. The waiver by any party of any breach or default shall not constitute a waiver of any other different or subsequent breachbreach or default.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) modified, unless that such amendment or waiver modification is by written instrument in writing and signed by the parties heretoCompany and by Employee. No waiver by either party hereto of any breach by the other party hereto of any condition or any provisions of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or waiver of a similar or dissimilar condition or provision at the same time or any other or subsequent breachtime.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended construed as a waiver of, any other breach of that provision or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No Except as otherwise expressly provided herein, any provision of this Agreement may be amended or waived (whether by act or course only with the written consent of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties heretoparties. No waiver by either party of any breach term or provision of this Agreement shall be deemed waived unless such waiver shall be in writing and signed by the party making such waiver. Any waiver of a particular breach of this Agreement shall not constitute a waiver of any other or subsequent breach, nor shall any waiver be deemed a continuing waiver unless it so states expressly.

Amendment and Waiver. A waiver of any breach of this Agreement shall not constitute a waiver of any other provision of this Agreement or any subsequent breach of this Agreement. No provision of this Agreement may be amended amended, modified, deleted, or waived (whether in any manner except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by a written instrument signed agreement executed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachparties.

Amendment and Waiver. No provision of this This Agreement may not be amended amended, supplemented or waived (whether except by act or course of conduct or omission or otherwise) unless that a writing signed by the party against which such amendment or waiver is by written instrument signed by the parties heretoto be enforced. No The waiver by either any party of a breach of any provision, of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No term or provision of this Agreement may be amended altered, amended, changed, waived, terminated or waived (whether by act modified in any respect or course of conduct or omission or otherwise) unless that amendment or waiver is particular except by written instrument signed by or on behalf of the parties heretoparty to be charged with such alteration, amendment, change, termination or modification. No waiver by either any party of any breach of under this Agreement shall will be deemed a waiver of any other or any subsequent breach.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended or waived (whether by act or course construed as a waiver of, any breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No This Agreement may be amended, and any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on each party only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretosuch parties. No waiver by either party Waiver of any a breach of this the Agreement shall be deemed not constitute a waiver of any other subsequent breach of the Agreement. The waiver of any provision of this Agreement shall not constitute a continuing waiver of that provision or subsequent breacha waiver of any other provision of this Agreement.

Amendment and Waiver. No This Agreement may be amended only by a written document signed by all Parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovision, nor shall such waiver constitute a continuing waiver.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by written instrument in writing and signed by each of the parties hereto. No waiver by either party Any such amendment shall comply with the requirements of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachSection 409Aof the Code, if applicable.

Amendment and Waiver. No amendment to, or waiver of, any provision of this Agreement may will be amended or waived (whether by act or course of conduct or omission or otherwise) effective unless that amendment or waiver is by written instrument in writing and signed by the parties heretoboth parties. No The waiver by either any party of any breach of this Agreement shall be deemed or default will not constitute a waiver of any other different or subsequent breachbreach or default.

Amendment and Waiver. No provision of this Agreement may be amended modified, waived or waived (whether by act discharged unless such waiver, modification or course of conduct or omission or otherwise) unless that amendment or waiver discharge is by written instrument signed by the parties heretoagreed to in writing. No waiver by either party of Party hereto of, or in compliance with, any breach condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any other prior or subsequent breachtime.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on a party hereto only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretosuch party. No The waiver by either any party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except in writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No provision of this This Agreement may not be changed or amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument except in writing signed by the parties heretoparties. No The waiver by either any party of any breach of any provision of this Agreement shall not be deemed construed as a waiver of any subsequent breach of such provision or the breach of any other or subsequent breachprovision contained in this Agreement.

Amendment and Waiver. No amendment to, or waiver of, any provision of -------------------- this Agreement may shall be amended or waived (whether by act or course of conduct or omission or otherwise) effective unless that amendment or waiver is by written instrument in writing and signed by the parties heretoboth parties. No The waiver by either any party of any breach of this Agreement or default shall be deemed not constitute a waiver of any other different or subsequent breachbreach or default.

Amendment and Waiver. No provision of this Agreement may be modified, waived, terminated or amended or waived (whether except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by a written instrument signed executed by the parties heretoparties. No waiver by either party of a material breach of any breach provision of this Agreement shall be deemed constitute a waiver of any subsequent breach of the same or other or subsequent breachprovisions hereof.

Amendment and Waiver. No provision of this This Agreement may be amended or waived (whether -------------------- only by act or course of conduct or omission or otherwise) unless that amendment or waiver is by a written instrument signed by the parties heretoboth parties. No waiver by either party of any breach of this Agreement shall be deemed considered a waiver of any other or subsequent breach.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that only if such amendment or waiver is in writing and signed, in the case of an amendment, by written instrument signed each of the Parties, or in the case of a waiver, by the parties heretoParty against whom the waiver is to be effective. No waiver failure or delay by either party of Party in exercising any breach of this Agreement right, power or privilege hereunder shall be deemed operate as a waiver of any other or subsequent breachthereof.

Amendment and Waiver. No provision of this This Agreement may be amended or waived (whether only by act or course of conduct or omission or otherwise) unless that amendment or waiver is by a written instrument signed by the parties heretoboth parties. No waiver by either party of any breach of this Agreement shall be deemed considered a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless waived, provided that such amendment or waiver is by written instrument will be signed by all the parties heretoParties. No The waiver by either party of any Party of a breach of any provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may not be amended, supplemented -------------------- or waived except by a writing signed by the party against which such amendment, supplement or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to waive, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No Any provision of this Agreement may be amended amended, -------------------- or waived (whether by act any provision of this Agreement may be waived, provided that any such amendment or course of conduct waiver will be binding on Employee or omission or otherwise) unless that the Company, only if such amendment or waiver is set forth in a writing executed by written instrument signed by Employee or the parties heretoCompany, respectively. No The waiver by either any party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of this This Agreement (including the Exhibits hereto) may not be amended or waived (whether modified except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument a writing signed by the parties heretoan authorized signatory of each Party. No waiver by either party of any Party or any breach of this Agreement or default hereunder shall be deemed to be a waiver of any other preceding or subsequent breachbreach or default.

Amendment and Waiver. No provision of or right under this Agreement may shall be amended or deemed to have been waived (whether by any act or course acquiescence on the part of conduct either Party, its agents or omission or otherwise) unless that amendment or waiver is employees, but only by written an instrument in writing signed by the parties heretoan authorized officer of each Party. No waiver by either party Party of any breach of this Agreement by the other Party shall be deemed a waiver of effective as to any other breach, whether of the same or subsequent breachany other term or condition and whether occurring before or after the date of such waiver.

Amendment and Waiver. No provision of this This Agreement may not be modified or amended or waived (whether except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument a writing signed by the parties hereto. No Any waiver by either party or breach of any breach of the terms of this Agreement shall be deemed not operate as a waiver of any other breach of such terms or subsequent breachconditions, or any other terms or conditions, nor shall any failure to enforce any provisions hereof operate as a waiver of such provision or any other provision hereof.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument only in a writing signed by each of the parties heretoSignatories and Visteon. No waiver by either party of any provision hereunder or any breach of this Agreement or default thereof shall be deemed a waiver of extend to or affect in any way any other provision or prior or subsequent breachbreach or default.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment to, or waiver is by written instrument signed by the parties hereto. No waiver by either party of of, any breach provision of this Agreement shall be deemed effective unless in writing and signed by all Parties hereto. The waiver by any party of any breach or default shall not constitute a waiver of any other different or subsequent breachbreach or default.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that if, and only if, such amendment or waiver is by written instrument signed in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver failure or delay by either any party of in exercising any breach of this Agreement right, power or privilege hereunder shall be deemed operate as a waiver of thereof nor shall any single or partial exercise thereof preclude any other or subsequent breachfurther exercise thereof.

Amendment and Waiver. No provision of this Agreement may be amended amended, modified or waived (whether by act or course of conduct or omission or otherwise) unless that amendment amendment, modification or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment to, or waiver is by written instrument signed by the parties hereto. No waiver by either party of of, any breach provision -------------------- of this Agreement shall be deemed effective unless in writing and signed by both parties. The waiver by any party of any breach or default shall not constitute a waiver of any other different or subsequent breachbreach or default.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by in writing, with such written instrument document explicitly referencing this Agreement, and signed by each of the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No Any provision of this Agreement may be amended amended, or waived (whether by act any provision of this Agreement may be waived, provided that any such amendment or course of conduct waiver will be binding on Employee or omission or otherwise) unless that the Company, only if such amendment or waiver is set forth in a writing executed by written instrument signed by Employee or the parties heretoCompany, respectively. No The waiver by either any party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of any term or provision of this Agreement shall be deemed construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach. No course of conduct or subsequent breachfailure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except in writing, signed by the party against which amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended or waived (whether by act or course construed as a waiver of, any breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No provision of this This Agreement may be amended or waived amended, and observance of any term of this agreement may be waived, with (whether by act or course and only with) the written consent of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision, whether or subsequent breachnot similar, nor shall any waiver constitute a continuing waiver.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding only if such amendment or waiver is by written instrument signed set forth in a writing executed by the parties heretoparty to be charged. No The waiver by either party of any party hereto of a breach of any provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach. Any waiver shall be effective only if in writing and then only in accordance with its express terms.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that only if such amendment or waiver is in writing and signed, in the case of an amendment, by written instrument signed each of the Parties, or in the case of a waiver, by the parties heretoparty against whom the waiver is to be effective. No waiver failure or delay by either any party of in exercising any breach of this Agreement right, power or privilege hereunder shall be deemed operate as a waiver of any other or subsequent breachthereof.

Amendment and Waiver. No provision of or right under this Agreement may shall be amended or deemed to have been waived (whether by any act or course acquiescence on the part of conduct any party, its agents or omission or otherwise) unless that amendment or waiver is employees, but only by written an instrument in writing signed by the parties heretoan authorized officer of such party. No waiver by either party of any breach of this Agreement by any other party shall be deemed a waiver of effective as to any other breach, whether of the same or subsequent breachany other term or condition and whether occurring before or after the date of such waiver.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by written instrument reflected in a writing signed by a duly authorized officer of the parties heretoCompany and, if required by the Plan, by Optionee. No waiver by either party of any breach of any provision of this Agreement shall be deemed constitute a waiver of any other prior, concurrent or subsequent breachbreach of the same or any other provision of this Agreement.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment, supplement or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to waive, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No provision This Agreement may be amended, or any portion of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless waived, provided that such amendment or waiver is by written instrument signed shall be in writing, executed by the parties heretoto which any particular provision specifically relates and all such amendments and waivers made shall be binding upon the parties. No waiver by either party course of dealing between or among any breach of persons having any interest in this Agreement shall be deemed a waiver effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any other person under or subsequent breachby reason of this Agreement.

Amendment and Waiver. No provision of this Agreement may be amended or waived unless (whether by act or course of conduct or omission or otherwisei) unless that such amendment or waiver is by written instrument in writing and signed by each of the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may be amended only by a written document signed by all parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovision, nor shall such waiver constitute continuing waiver.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The Waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived; provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on a party hereto only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretosuch party. No The waiver by either any party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on a Party hereto only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretosuch Party. No The waiver by either party any Party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No provision waiver of any violation or nonperformance of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall in one instance will be deemed to be a waiver of any other subsequent violation or subsequent breachnonperformance. All waivers must be in writing and signed by the party making such waiver. This Agreement may not be modified or amended except in writing signed by each party.

Amendment and Waiver. This Agreement may only be changed by a document in writing signed by both Parties. No waiver of any provision of this Agreement may be amended or waived (whether by act or course Agreement, including waiver of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any a breach of this Agreement Agreement, shall be deemed constitute a waiver of any other provision or subsequent breachbreach of this Agreement unless expressly provided otherwise. No waiver shall be binding unless executed in writing.

Amendment and Waiver. No provision of this This Agreement may not be amended or waived (whether and no provision hereof may be waived, except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written an instrument in writing signed by all the parties heretoparties. No waiver by either party of any breach of this Agreement shall be deemed a Any waiver of any other matter in a particular instance shall not effect a general waiver of that or subsequent breach.any matter

Amendment and Waiver. No provision of this Agreement may be amended amended, modified or waived (whether except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by a written instrument signed by the parties heretoto this Agreement. No Unless provided otherwise in a waiver, no such waiver by either party shall constitute an ongoing or future waiver of any breach other provision of this Agreement shall be deemed a waiver of any other or subsequent breachAgreement.

Amendment and Waiver. No provision of this This Agreement may not be amended amended, modified, waived or waived (whether by act discharged unless the waiver, modification, or course of conduct or omission or otherwise) unless that amendment or waiver discharge is by written instrument signed agreed to in writing by the parties heretoparties. No waiver by either party at any time of any breach or non-performance of this Agreement by the other party shall be deemed a waiver of any other prior or subsequent breachbreach or non-performance.

Amendment and Waiver. No provision of this Agreement may be ----------- --------------------- amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may not be amended except by written agreement executed by all Parties hereto. The waiver by any Party of a breach of any provision of this Agreement may shall not operate or be amended construed as a waiver of any subsequent breach of such provision or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachprovision.

Amendment and Waiver. No provision of this This Agreement may not be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument except in a writing signed by the parties heretoboth parties. No waiver by either party of any provision or breach of this Agreement shall be deemed a waiver of any other provision or subsequent any later breach., and no waiver shall in any event be valid unless contained in a writing signed by the waiving party. [REMAINDER OF PAGE INTENTIONALLY BLANK]

Amendment and Waiver. No provision of in this Agreement may be -------------------- amended or waived (whether by act or course of conduct or omission or otherwise) unless such amendment is set forth in a written agreement that amendment or waiver is by written instrument signed by the parties heretospecifically refers to this Agreement. No waiver by either party any Person of any breach of any condition or provision contained in this Agreement shall be deemed a waiver of any other similar or dissimilar condition or provision at the same or any prior or subsequent breachtime. To be effective, any waiver must be set forth in a writing signed by the waiving Person.

Amendment and Waiver. No provision of this This Agreement may not be amended amended, supplemented or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument waived, except in writing, signed by the both parties heretoto this Agreement. No The waiver by either party of any a breach of this Agreement shall not operate to, or be deemed construed as a waiver of, any other breach of that provision, nor as a waiver of any other or subsequent breachprovision.

Amendment and Waiver. No term or provision of this Agreement may be amended waived, changed, discharged, modified, or waived (whether terminated orally or in any manner other than by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written an instrument in writing signed by the parties heretohereto or by a writing signed by the party against whom the change, discharge, modification or termination applies. No waiver by either party at any time of any breach of any provision of this Purchase Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breachbreach of the same or any other provision.

Amendment and Waiver. This Agreement may not be modified or amended except by a writing signed by both parties. No waiver of any breach of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or shall constitute a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement the same or any other provision hereof, and no waiver shall be deemed a waiver effective unless made in writing and signed by an authorized representative of any other or subsequent breachthe waiving party.

Amendment and Waiver. No term or provision of this Agreement may -------------------- be amended altered, amended, changed, waived, terminated or waived (whether by act modified in any respect or course of conduct or omission or otherwise) unless that amendment or waiver is particular except by written instrument signed by or on behalf of the parties heretoparty to be charged therewith. No waiver by either any party of any breach of this Agreement hereunder shall be deemed a waiver of any other or any subsequent breach.

Amendment and Waiver. No This Agreement may be amended only by a written agreement signed by all Parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovisions, nor shall such waiver constitute a continuing waiver.

Amendment and Waiver. No This Agreement may not be amended, supplemented or waived except by a writing signed by the party against whom such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate or be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed construed as a waiver of any other breach of that provision or subsequent breachas a waiver of any breach of any other provision.

Amendment and Waiver. No This Agreement may be amended only by a written agreement signed by all parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovisions, nor shall such waiver constitute a continuing waiver.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether only by act or course a writing signed by the party against which enforcement of conduct or omission or otherwise) unless that the amendment or waiver is by written instrument signed by the parties heretosought. No Any waiver by either party of any breach term or condition of this Agreement or any breach hereof shall be deemed not operate as a waiver of any other such term, condition or subsequent breach, and no failure to enforce any provision hereof shall operate as a waiver of such provision or of any other provision hereof.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by written instrument in writing and signed by each of the parties hereto. No waiver by either party Any such amendment shall comply with the requirements of any breach Section 409A of this Agreement shall be deemed a waiver of any other or subsequent breachthe Code, if applicable.

Amendment and Waiver. No This Agreement may be amended only by a written agreement signed by all parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovision, nor shall any such waiver constitute a continuing waiver.

Amendment and Waiver. No This Agreement may not be amended, supplemented, or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No This Agreement may not be amended, -------------------- supplemented or waived except by a writing signed by the party against which such amendment, supplement or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement may shall not operate to waive, or be amended or waived (whether by act or course construed as a waiver of, any other breach of conduct or omission or otherwise) unless that amendment or provision nor as a waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachanother provision.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that only if such amendment or waiver is in writing and signed, in the case of an amendment, by written instrument signed ESCO and Buyer, or in the case of a waiver, by the parties heretoparty against whom the waiver is to be effective. No waiver failure or delay by either any party of in exercising any breach of this Agreement right, power or privilege hereunder shall be deemed operate as a waiver of any other or subsequent breachthereof.

Amendment and Waiver. No term or provision of this Agreement may be amended waived, changed, discharged, modified, or waived (whether terminated orally or in any manner other than by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written an instrument in writing signed by the parties heretohereto or by a writing signed by the party against whom the change, discharge, modification or termination applies. No waiver by either party at any time of any breach of any provision of this Asset Purchase Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breachbreach of the same or any other provision.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on the parties only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretoboth parties. No The waiver by either any party hereto of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No provision of amendment to this Agreement may will be amended or waived (whether by act or course of conduct or omission or otherwise) valid unless that amendment or waiver it is by written instrument signed made in writing and executed by the parties heretoto this Agreement. No specific waiver by either party or forbearance for any breach of any breach of the terms of this Agreement shall be deemed considered as a general waiver of that or any other or subsequent breachterm of this Agreement.

Amendment and Waiver. No This Agreement may be amended, and any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on each party only if such amendment or waiver is set forth in a writing executed by written instrument signed by the parties heretosuch parties. No waiver by either party Waiver of any a breach of this Agreement shall be deemed not constitute a waiver of any other subsequent breach of this Agreement. The waiver of any provision of this Agreement shall not constitute a continuing waiver of that provision or subsequent breacha waiver of any other provision of this Agreement.

Amendment and Waiver. No Any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that only if such amendment or waiver is in writing and signed, in the case of an amendment, by written instrument signed by each of the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver failure or delay by either any party of in exercising any breach of this Agreement right, power or privilege hereunder shall be deemed operate as a waiver of any other or subsequent breachthereof.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended waived, provided that any such amendment or waived (whether by act or course of conduct or omission or otherwise) unless that waiver will be binding on a party hereto only if such amendment or waiver is set forth in writing executed by written instrument signed by the parties heretosuch party. No The waiver by either party of any party hereto of a breach of any provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.

Amendment and Waiver. No This Agreement may be amended only by a written agreement signed by all parties to this Agreement. Waiver of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovision, nor shall such waiver constitute a continuing waiver.

Amendment and Waiver. No provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that such amendment or waiver is by written instrument in writing and signed by each of the parties hereto. No waiver by either party Any such amendment shall comply with the requirements of any breach of this Agreement shall be deemed a waiver of any other or subsequent breachSection 409A, if applicable.

Amendment and Waiver. No This Agreement may be amended only by a writing signed by all parties hereto. The waiver, by either party, of a breach of any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the parties hereto. No waiver by either party of any breach of this Agreement shall not be deemed to be a waiver of any other or subsequent breach.

Amendment and Waiver. No provision The provisions of this Agreement may be waived, altered, amended or waived (whether by act repealed in whole or course in part only upon the written agreement of conduct or omission or otherwise) unless that amendment or waiver is by written instrument signed by the all parties hereto. No waiver by either party Waiver of any breach provision of this Agreement shall not be deemed or constitute a waiver of any other or subsequent breachprovision, nor shall such waiver constitute a continuing waiver.

Amendment and Waiver. No This Agreement may be amended, or any provision of this Agreement may be amended or waived (whether by act or course of conduct or omission or otherwise) unless that only if such amendment or waiver is set forth in a writing executed by written instrument signed by the all parties hereto. No waiver Waiver by either any party of a breach of any breach provision of this Agreement shall not operate or be deemed construed as a waiver of any other or subsequent breach.breach of this Agreement

Amendment and Waiver. No provision of this This Agreement (including the Exhibits hereto) may not be amended or waived (whether modified except by act or course of conduct or omission or otherwise) unless that amendment or waiver is by written instrument a writing signed by the parties heretoan authorized signatory of each party. No waiver by either any party of or any breach of this Agreement or default hereunder shall be deemed to be a waiver of any other preceding or subsequent breachbreach or default.

Amendment and Waiver. No provision of amendment to this Agreement may Agree­ment will be amended or waived (whether by act or course of conduct or omission or otherwise) valid unless that amendment or waiver it is by written instrument signed made in writing and executed by the parties heretoto this Agreement. No specific waiver by either party or forbearance for any breach of any breach of the terms of this Agreement shall be deemed considered as a general waiver of that or any other or subsequent breachterm of this Agreement.