Common use of Amendment and Waivers Clause in Contracts

Amendment and Waivers. At any time prior to the Effective Time, any provision of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholders.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived Company and Parent, by any the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, action taken by its Board of Directors in the case of an amendmentthe Company, by each party hereto may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended only by the written consent of MarketWatch, Charts and the Principal Shareholders. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the shareholders of Charts, but, after such approval, no amendment will be made which by applicable law requires the further approval of the shareholders of Charts without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Charts and is signed, in the case of an amendmentMarketWatch, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension -60- 61 will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Subject to applicable Law and the rules and regulations of the NYSE, and in accordance with the immediately following sentence, this Agreement may be amended by the Parties hereto by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after adoption of this Agreement by the stockholders of the Company and Merger Sub; provided, however, that after adoption of this Agreement by the stockholders of the Company, no amendment may be made which by Law requires the further approval of the stockholders of the Company without such further approval; provided, further, that this Section 9.1, Section 9.6, Section 9.8, Section 9.12 and Section 9.13 will not be amended in a manner that is adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source. This Agreement may not be amended except by an instrument in writing signed by the Parties. At any time prior to the Effective Time, any provision of this Agreement Party may be amended or waived by any (a) extend the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in time for the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the parties hereto to comply with obligations or other acts of the other Parties, (b) waive any obligationinaccuracies in the representations and warranties by the other Party contained herein or in any document delivered pursuant hereto, covenant, agreement or condition in this Agreement may be waived at any time prior and (c) subject to the Effective Time requirements of applicable Law, waive compliance by another Party with any of the parties hereto entitled to the benefit thereof agreements or conditions contained herein. Any such extension or waiver will be valid only by a written if set forth in an instrument in writing signed by each such party hereto granting such waiverthe Party or Parties to be bound thereby. Notwithstanding the foregoing, no The failure of any Party to assert any of its rights under this Agreement or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as otherwise will not constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersrights.

Amendment and Waivers. Subject to applicable Law, including the rules and regulations of NASDAQ, and in accordance with the immediately following sentence, this Agreement may be amended by the parties hereto by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date; provided, however, that following the Acceptance Time, this Agreement may not be amended in any manner that causes the Merger Consideration to differ from the Offer Price. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. At any time prior to the Effective Time, any provision of this Agreement Parent, on the one hand, and the Company on the other hand, may be amended or waived by any (i) extend the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in time for the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other parties hereto to comply with hereto, (ii) waive any obligationinaccuracies in the representations and warranties by the other party contained herein or in any document delivered pursuant hereto, covenant, agreement or condition in this Agreement may be waived at any time prior and (iii) subject to the Effective Time requirements of applicable Law, waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties hereto entitled to be bound thereby. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. Notwithstanding anything to the benefit thereof only by a contrary contained herein, Section 8.2 (Effect of Termination), this Section 9.1 (Amendment and Waivers), Section 9.6 (Entire Agreement; No Third Party Beneficiaries), Section 9.9 (Governing Law), and Section 9.12 (Waiver of Jury Trial) may not be modified or waived in any manner that is materially adverse in any respect to the Debt Financing Sources without the prior written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder consent of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersDebt Financing Sources.

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub, and Company. This Agreement may be amended by the parties hereto as provided in this Section 10.6 at any time before or after approval of this Agreement by the Company Stockholders; provided, however, that, after such approval, no amendment will be made that by Applicable Laws requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (a) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be --------------------- amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Digital Content Members, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Digital Content Members without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Digital Content and is signed, in the case of an amendmentKeynote, by each party hereto action taken by its Board of Directors or other applicable governing body, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any provision of this This Agreement may not be amended or waived by any nor terminated, and no provision hereof may be waived, without the parties heretowritten consent of each of (i) the Company, but in all cases only if such amendment or waiver is in writing and is signed, in (ii) the case holders of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any at least 60% of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Restricted Stock held by any of the parties hereto entitled to the benefit thereof only by a written instrument signed by each such party hereto granting such waiverall Investors. Notwithstanding the foregoing, no failure this Agreement may not be amended nor terminated and the observance of any term hereunder may not be waived with respect to any Inve stor without the written consent of such Investor unless such amendment, termination or delay by a Stockholder, Parent or Merger Sub waiver applies to all Investors in exercising any right hereunder shall operate as the same fashion (it being agreed that a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided the provisions of Section 13 with respect to a particular transaction shall be cumulative and not exclusive of any rights or remedies provided deemed to apply to all Investors in the same fashion if such waiver does so by applicable Law. In its terms, notwithstanding the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into fact that certain Investors may nonetheless, by agreement with any other stockholder of the Company, purchase securities in such transaction). Further, notwithstanding the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholdersforegoing, then Parent will offer to amend or waive the terms and conditions Section 14(d) of this Agreement so shall not be amended or waived without the written consent of Longitude, Section 14(e) of this Agreement shall not be amended or waived without the written consent of Skyline, Section 14(e) of this Agreement shall not be amended or waived without the written consent of BMP and Sections 14(a)(xviii) and 14(e) of this Agreement shall not be amended or waived without the written consent of TPG. Any amendment, termination or waiver effected in accordance with this Section 15(d) shall be binding on all parties hereto, even if they are no less favorable do not execute such consent. No waivers of or exceptions to the Stockholders than the terms and conditions any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such other Tender and Support Agreement are to such other stockholdersterm, condition or provision.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. At any time prior to the Effective TimeClosing, any provision each of this Agreement may be amended or waived by any the parties heretoBuyer, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentStockholder, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub and Company. This Agreement may be amended by the parties hereto as provided in this Section 11.6 at any time before or after approval of this Agreement by the Company Shareholders; provided, however, that, after such approval, no amendment will be made that by Applicable Laws requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (a) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be --------------------- amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Velogic Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Velogic Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Velogic and is signed, in the case of an amendmentKeynote, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub and Company. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Stockholders; provided, however, that, after such approval, no amendment will be made which by Applicable Laws requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any Company and Acquirer, may, to the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in extent legally allowed: (a) extend the case of an amendment, by each party hereto to this Agreement or, in time for the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and/or (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Subject to applicable Law and the rules and regulations of the NYSE, and in accordance with the immediately following sentence, this Agreement may be amended by the parties hereto by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after adoption of this Agreement by the stockholders of the Company and Merger Sub. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. At any time prior to the Effective Time, any provision of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in may (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other parties hereto to comply with hereto, (ii) waive any obligationinaccuracies in the representations and warranties by the other party contained herein or in any document delivered pursuant hereto, covenant, agreement or condition in this Agreement may be waived at any time prior and (iii) subject to the Effective Time requirements of applicable Law, waive compliance by the other party with any of the parties hereto entitled to the benefit thereof agreements or conditions contained herein. Any such extension or waiver shall be valid only by a written if set forth in an instrument in writing signed by each the party or parties to be bound thereby. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such party hereto granting such waiverrights. Notwithstanding the foregoing, no failure amendment, waiver or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided modification shall be cumulative and not exclusive of any rights made to Section 8.2(f), Section 8.2(g), this Section 9.1, Section 9.6 or remedies provided by applicable Law. In Section 9.11 that is adverse to the event Parent amends or waives Financing Source Parties without the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder consent of the CompanyFinancing Source Parties, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable consent not to such stockholder than the terms and conditions hereof are to the Stockholdersbe unreasonably withheld, then Parent will offer to amend delayed or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersconditioned.

Amendment and Waivers. Subject to applicable Law, the other provisions of this Agreement and the rules and regulations of NYSE, and in accordance with the immediately following sentence, this Agreement may be amended by the parties by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after adoption of this Agreement by the Company Shareholders or Parent in its capacity as the sole stockholder of Merger Sub; provided, however, that, after the Company has obtained the Company Shareholder Approval, no amendment may be made that, by applicable Law or in accordance with the rules and regulations of NYSE, requires the further approval of the Company Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto and otherwise in accordance with this Section 9.1. At any time prior to the Effective Time, any provision of this Agreement may be amended Parent or waived by any the parties heretoCompany may, but in all cases only if such amendment or waiver is in writing to the extent legally permissible and is signedexcept as otherwise set forth herein, in (a) extend the case of an amendment, by each party hereto to this Agreement or, in time for the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other party or parties hereto to comply with hereto, (b) waive any obligationinaccuracies in the representations and warranties by the other party or parties contained herein or in any document delivered pursuant hereto, covenant, agreement or condition in this Agreement may be waived at any time prior and (c) subject to the Effective Time requirements of applicable Law, waive compliance by the other party or parties with any of the parties hereto entitled agreements or conditions contained herein. Any agreement by a party to such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. Notwithstanding anything to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Companycontrary herein, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are provisions relating to the StockholdersDebt Financing Sources that are set forth in the last sentence of this Section 9.1 (Amendment and Waivers), then Parent will offer Section 9.6 (Entire Agreement; No Third-Party Beneficiaries), Section 9.8(c) (Governing Law; Consent to amend Exclusive Jurisdiction) and Section 9.11 (Certain Recourse) (and any provision or waive the terms and conditions definition of this Agreement so they are no less favorable to the Stockholders than the terms and conditions extent a modification, waiver or termination of such other Tender and Support Agreement are provision would modify the substance of any of the foregoing provisions as they relate to the Debt Financing Sources) may not be modified, waived or terminated in a manner that is adverse to any Debt Financing Source without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of such other stockholdersDebt Financing Source.

Amendment and Waivers. At any time prior to the Effective Time, any Any term or provision of this Agreement may be amended prior to the Closing by the written consent of HNC, Retek and the Retek Shareholders, and, after the Closing by HNC and the Retek Shareholders (or waived by any the parties hereto, but their successors in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effectiveinterest). Any failure The observance of any term, condition or provision of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. In addition, at any time prior to the Effective Time Closing, each of the Retek Shareholders and each of Retek and HNC (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. The Agreement may be amended by the parties hereto at any time before or after approval of the stockholders of the Company, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentHNC, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the shareholders of Webshots, but, after such approval, no amendment will be made which by applicable law requires the further approval of the shareholders of Webshots without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Webshots and is signed, in the case of an amendmentAt Home, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable Requirements of Law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors (or any duly authorized committee thereof), may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (i) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement --------------------- may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Members, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Members without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any Company and Parent may, to the parties heretoextent legally allowed, but in all cases only if such amendment or waiver is in writing and is signed, in (i) extend the case of an amendment, by each party hereto to this Agreement or, in time for the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At IMSI and the Zedcor Shareholders (or their successors in interest) may amend any time term or provision of this Agreement prior to the Effective TimeClosing by the written consent of IMSI, Zedcor and the Majority Zedcor Shareholders, and, after the Closing. The observance of any term, condition or provision of this Agreement may be amended waived (either generally or waived in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any the parties hereto, but in all cases only if such amendment breach hereof or waiver is in writing and is signed, default in the case of an amendment, by each party hereto performance hereof will not be deemed to this Agreement or, in the case of constitute a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with other default or any obligationsucceeding breach or default. In addition, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Closing, each of the Zedcor Shareholders and each of Zedcor and IMSI (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Subject to applicable Law and the rules and regulations of NYSE, and in accordance with the immediately following sentence, this Agreement may be amended by the parties hereto by action taken or authorized by NAI-1507512591v13 or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after adoption of this Agreement by the Company Shareholders, Parent Shareholders or the sole stockholder of Merger Sub; provided, however, that, (a) after the Company has obtained the Company Shareholder Approval, no amendment may be made that by applicable Law or in accordance with the rules and regulations of NYSE requires the further approval of the Company Shareholders without such further approval and (b) after receipt of the Parent Shareholder Approval or the Parent Financing Approval, no amendment may be made that by applicable Law or in accordance with the rules and regulations of the FCA requires the further approval of the Parent Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. At any time prior to the Effective Time, any provision of this Agreement Parent or the Company may be amended or waived by any (i) extend the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in time for the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other party or parties hereto, (ii) waive any inaccuracies in the representations and warranties by the other party or parties contained herein or in any document delivered pursuant hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior and (iii) subject to the Effective Time requirements of applicable Law, waive compliance by the other party or parties with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties hereto entitled to be bound thereby. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. Notwithstanding anything to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoingcontrary in this Agreement, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided amendments to the provisions which the Financing Sources are expressly made third-party beneficiaries pursuant to Section ‎9.6 shall be cumulative and not exclusive of permitted in a manner adverse to any rights or remedies provided by applicable Law. In Financing Source without the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions prior written consent of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersFinancing Source.

Amendment and Waivers. At any time Any term or provision of this Agreement --------------------- may be amended prior to the Effective TimeClosing by the written consent of VeriSign, the THAWTE Shareholder, and, after the Closing by VeriSign and the THAWTE Shareholder (or their successors in interest). The observance of any term, condition or provision of this Agreement may be amended waived (either generally or waived in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any the parties hereto, but in all cases only if such amendment breach hereof or waiver is in writing and is signed, default in the case of an amendment, by each party hereto performance hereof will not be deemed to this Agreement or, in the case of constitute a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with other default or any obligationsucceeding breach or default. In addition, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Closing, the THAWTE Shareholder and VeriSign (by action taken by its Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time Any term or provision of this Agreement may --------------------- be amended prior to the Effective TimeClosing by the written consent of NetSelect, MSS and the Shareholders, and, after the Closing by NetSelect and the Shareholders (or their successors in interest). The observance of any term, condition or provision of this Agreement may be amended waived (either generally or waived in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any the parties hereto, but in all cases only if such amendment breach hereof or waiver is in writing and is signed, default in the case of an amendment, by each party hereto performance hereof will not be deemed to this Agreement or, in the case of constitute a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with other default or any obligationsucceeding breach or default. In addition, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Closing, the Shareholders and each of MSS and NetSelect (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may be amended, modified or supplemented by the parties hereto by action taken or authorized by or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after adoption of this Agreement by the stockholders of the Company and Merger Sub as set forth in this Section 10.1; provided, however, that after adoption of this Agreement by the stockholders of the Company at the Special Meeting, no amendment, modification or supplement may be made which by law or in accordance with the rules and regulations of NYSE requires the further approval of the stockholders of the Company without such further approval; and provided further that this Section 10.1 shall be subject to Section 10.6. The Transaction Documents (other than this Agreement) may not be amended in a manner that (a) materially and adversely affects the rights or obligations of the Company with respect to any period prior to the Closing or (b) would reasonably be expected to prevent, materially delay or affect the Closing, in each case, without the consent of the Company; provided that, any amendment to Section 4(b) of the Interim Agreement shall require the prior written consent of the Company. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by Parent, Merger Sub, Carve-out Buyer and the Company. At any time prior to the Effective Time, any provision of this Agreement (x) the Company may be amended or waived by any (i) extend the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in time for the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties by any other party contained herein, and (iii) subject to the requirements of applicable Law, waive compliance by any other party hereto to comply with any obligationof the agreements or conditions contained herein, covenant, agreement or condition and (y) except as otherwise expressly provided in this Agreement (including in Section 2.4, Section 6.1 and Section 8.5) Parent and the Carve-out Buyer may be waived at any (i) extend the time prior to for the Effective Time by performance of any of the parties hereto entitled obligations or other acts of the Company, (ii) waive any inaccuracies in the representations and warranties by the Company contained herein, and (iii) subject to the benefit thereof requirements of applicable Law, waive compliance by the Company with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only by a written if set forth in an instrument in writing signed by each such the party hereto granting such waiveror parties to be bound thereby. Notwithstanding the foregoing, no The failure of any party to this Agreement to assert any of its rights under this Agreement or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder otherwise shall operate as not constitute a waiver thereof of such rights nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholders.

Amendment and Waivers. At any time prior to the Effective Time, any provision of this This Agreement may not be amended or waived by any nor terminated, and no provision hereof may be waived, without the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any written consent of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived Company and the holders of at any time prior to the Effective Time by any least 60% of the parties hereto entitled to the benefit thereof only Restricted Stock held by a written instrument signed by each such party hereto granting such waiverall Investors. Notwithstanding the foregoing, no failure this Agreement may not be amended nor terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, termination or delay by a Stockholder, Parent or Merger Sub waiver applies to all Investors in exercising any right hereunder shall operate as the same fashion (it being agreed that a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided the provisions of Section 13 with respect to a particular transaction shall be cumulative and not exclusive of any rights or remedies provided deemed to apply to all Investors in the same fashion if such waiver does so by applicable Law. In its terms, notwithstanding the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into fact that certain Investors may nonetheless, by agreement with any other stockholder of the Company, purchase securities in such transaction). Further, notwithstanding the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholdersforegoing, then Parent will offer to amend or waive the terms and conditions Section 14(d) of this Agreement so shall not be amended or waived without the written consent of Longitude and Section 14(e) of this Agreement shall not be amended or waived without the written consent of Skyline. Any amendment, termination or waiver effected in accordance with this Section 15(d) shall be binding on all parties hereto, even if they are no less favorable do not execute such consent. No waivers of or exceptions to the Stockholders than the terms and conditions any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such other Tender and Support Agreement are to such other stockholdersterm, condition or provision.

Amendment and Waivers. At any time Any term or provision of this Agreement --------------------- may be amended prior to the Effective TimeClosing by the written consent of Snowball, AmeriTrack and those Shareholders collectively holding at least a majority of the then outstanding AmeriTrack Stock, and, after the Closing by Snowball and the Shareholders (or their successors in interest) who immediately prior to the Closing held a majority of the AmeriTrack Stock. The observance of any term, condition or provision of this Agreement may be amended waived (either generally or waived in a particular instance and either retroactively or prospectively) only by any a writing signed by the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any bound thereby or for whose benefit such condition was provided except that a waiver on behalf of the parties hereto to comply with any obligationShareholders need only be signed by the Shareholders collectively holding at least a majority of the then outstanding AmeriTrack Stock. In addition, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Closing, the Shareholders (acting by written consent of the holders of a majority of the AmeriTrack Stock) and each of AmeriTrack and Snowball (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only by contained herein. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the stockholders of the Company, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentExcite@Home, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may be amended by the parties hereto at any time but only by a writing signed solely by Versant and Mokume. Any such amendment may be made at any time before or after approval of this Agreement by the stockholders of Mokume, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of Mokume without obtaining such further approval. The observance of any term or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Mokume and is signed, in the case of an amendmentVersant, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (a) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors (or any duly authorized committee thereof), may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (i) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Stockholders, but, after such approval, no amendment shall be made which by any Applicable Law requires the further approval of the Company Stockholders without obtaining such further approval; provided, however, that the parties may not amend Section 6.8 without the approval of a majority of the Company's Board of Directors as of the Agreement Date. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other, (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof shall not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Kendara Stockholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Kendara Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Kendara and is signed, in the case of an amendmentExcite@Home, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time Any term or provision of this Agreement may --------------------- be amended prior to the Effective TimeClosing by the written consent of NetSelect, Enterprise and the Enterprise Shareholder, and, after the Closing by NetSelect and the Enterprise Shareholder (or their successors in interest). The observance of any term, condition or provision of this Agreement may be amended waived (either generally or waived in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any the parties hereto, but in all cases only if such amendment breach hereof or waiver is in writing and is signed, default in the case of an amendment, by each party hereto performance hereof will not be deemed to this Agreement or, in the case of constitute a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with other default or any obligationsucceeding breach or default. In addition, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time Closing, the Enterprise Shareholder and each of Enterprise and NetSelect (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any provision The provisions of this Agreement Agreement, including the provisions of this sentence, may not be amended amended, modified or supplemented, or waived by any unless the parties hereto, but in all cases only if such amendment or waiver is same shall be in writing and is signedsigned by the Company, provided that any Party may give a waiver as to itself. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in the case of an amendmentexercising any right, by each party hereto to power, or privilege under this Agreement or, in or the case of a waiver, by each party hereto against whom the waiver is documents referred to be effective. Any failure of any of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall will operate as a waiver thereof nor shall any of such right, power, or privilege, and no single or partial exercise thereof of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right hereunderright, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided To the maximum extent permitted by applicable Law. In the event Parent amends , (a) no claim or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions right arising out of this Agreement so they are or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Parties; (b) no less favorable waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. Notwithstanding anything to the Stockholders than contrary contained in this Agreement, (i) the terms Investors holding a majority of the Shares may waive the Company’s obligation to comply with the covenants in Section 5.4 with such waiver to be effective as to, and conditions binding on, all Investors and (ii) prior to Closing, the Investors who have subscribed to purchase at least 75% of such other Tender and Support Agreement are the Units may waive the Company’s obligation to such other stockholderscomply with any closing condition in Section 6.2 hereof.

Amendment and Waivers. Subject to applicable Law and the rules and regulations of the NYSE and NASDAQ, and in accordance with the immediately following sentence, this Agreement may be amended by the parties hereto by action taken or authorized by or on behalf of their respective boards of directors, at any time before the Closing Date, whether before or after adoption of this Agreement by the shareholders of the Company and Merger Sub, except that, after adoption of this Agreement by the shareholders of the Company, no amendment may be made that by law or in accordance with the rules and regulations of NYSE or NASDAQ requires the further approval of the shareholders of the Company without such further approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto, provided that, notwithstanding anything in this Agreement to the contrary, this Section 9.1, Section 9.6, Section 9.8(b), Section 9.11 and Section 9.12 may not be amended or modified in whole or in part in a manner that adversely affects any Financing Sources Related Party without the written consent of the Financing Sources. At any time prior to before the Effective Time, any provision of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in may (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the obligations or other acts of the other parties hereto to comply with hereto, (ii) waive any obligation, covenant, agreement or condition inaccuracies in the representations and warranties by the other party contained in this Agreement may be waived at or in any time prior document delivered pursuant hereto, and (iii) subject to the Effective Time requirements of applicable Law, waive compliance by the other party with any of the parties hereto entitled to the benefit thereof agreements or conditions contained in this Agreement. Any such extension or waiver will be valid only by a written if set forth in an instrument in writing signed by each such the party hereto granting such waiveror parties to be bound thereby. Notwithstanding the foregoing, no The failure of any party to this Agreement to assert any of its rights under this Agreement or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as otherwise will not constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersrights.

Amendment and Waivers. Any term or provision of this Agreement may be --------------------- amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. The Agreement may be amended by the parties hereto at any time before or after approval of the stockholders of the Company, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentInterwoven, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. The Agreement may be amended by the parties hereto at any time before or after approval of the stockholders of the Company, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentCadence, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At (a) This Agreement may be amended with the approval of the respective boards of directors of the Company and Parent at any time prior to (whether before or after the Effective Timeadoption of this Agreement by the Shareholder); provided, however, that after any such adoption of this Agreement by the Shareholder, no amendment shall be made which by Law requires further approval of the Shareholder without the further approval of the Shareholder. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any provision of this Agreement (including any Exhibit or Schedule) may be amended or waived by any the parties heretoif, but in all cases only if if, such amendment or waiver is in writing and is signed, in signed by the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure of any of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no . (b) No failure or delay by a Stockholder, Parent or Merger Sub any party in exercising any right right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunderright, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions . (c) No waiver of any Tender and Support of the provisions of this Agreement it has entered into with shall be deemed, or shall constitute, a waiver of any other stockholder of provision, whether or not similar, unless the Company, the result of which would make the terms and conditions waiver of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholdersprovision is expressly referenced, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersnor shall any waiver constitute a continuing waiver.

Amendment and Waivers. At any time prior to the Effective Time, any Any term or provision of this Agreement may be amended amended, and the observance of any term of this Agreement may be waived (either generally or waived in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby, provided that following the Closing, the Representative may bind all iFone Shareholders. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. No such waiver will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions. Notwithstanding the foregoing Exhibit A may be revised as permitted hereunder provided that each person listed on Exhibit A shall have delivered to Glu an executed counterpart signature page to this Agreement and, upon such delivery, each such person shall become an “iFone Shareholder” under this Agreement (including all exhibits, schedules or other attachments hereto), shall become bound by all of the terms, provisions, restrictions and limitations that apply to the “iFone Shareholders” under this Agreement (including all exhibits, schedules or other attachments hereto) and shall be treated as an “iFone Shareholder” for all purposes of this Agreement (including all exhibits, schedules or other attachments hereto). It is hereby understood and agreed that such person may become an “iFone Shareholder” party to this Agreement without having to obtain the signature, consent, approval or permission of any of the parties hereto, but in all cases only if . It is hereby understood and agreed that such amendment or waiver is in writing and is signed, in the case of person may become an amendment, by each “iFone Shareholder” party hereto to this Agreement orwithout having to obtain the signature, in the case of a waiverconsent, by each party hereto against whom the waiver is to be effective. Any failure approval or permission of any of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to the benefit thereof only by a written instrument signed by each such party hereto granting such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholderstransferring iFone Shareholder.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 13.6 at any time before or after approval of this Agreement by the Principal Stockholders, but, after such approval, no amendment will be made which by Applicable Law requires the further approval of the Principal Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (i) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any Any term or provision of this Agreement may be amended prior to the Closing by the written consent of Gateway, the Purelink Shareholders, and, after the Closing by Gateway and the Purelink Shareholders (or waived by any the parties hereto, but their successors in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effectiveinterest). Any failure The observance of any term, condition or provision of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. In addition, at any time prior to the Effective Time Closing, the Purelink Shareholders and Gateway (by action taken by its Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. The Agreement may be amended by the parties hereto at any time before or after approval of the stockholders of the Company, but, after such approval, no amendment will be made which 46 by applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentConcur, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (a) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may --------------------- be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the shareholders of Worldprints, but, after such approval, no amendment will be made which by applicable law requires the further approval of the shareholders of Worldprints without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Worldprints and is signed, in the case of an amendmentExcite@Home, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any Any term or provision of this Agreement may be amended or waived only by any the parties hereto, but in all cases only if such amendment or waiver is in writing written consent of Netopia and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effectiveStarNet. Any failure The observance of any term of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time prior before or after approval of this Agreement by the stockholders of StarNet, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of StarNet without obtaining such further approval. At any time before the Effective Time, each of StarNet and Netopia, by action taken by its Board of Directors, may, to the Effective Time by extent legally allowed, (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Stockholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may be amended by the parties hereto at any time but only by a writing signed solely by HNC and CTI. Any such amendment may be made at any time before or after approval of this Agreement by the stockholders of CTI, but, after such approval, no amendment will be made which by applicable law requires the further approval of the stockholders of CTI without obtaining such further approval. The observance of any term or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing CTI and is signed, in the case of an amendmentHNC, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (a) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the benefit thereof only by a written instrument signed by each party against whom such party hereto granting such waiverwaiver or extension is asserted. Notwithstanding the foregoing, no The failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of party to enforce any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholders.provisions

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub and Company. This Agreement may be amended by the parties hereto as provided in this Section 12.7 at any time before or after approval of this Agreement by the Company Shareholders; provided, however, that, after such approval, no amendment will be made which by Applicable Laws requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties heretoCompany, but in all cases only if such amendment or waiver is in writing Acquirer, and is signed, in the case of an amendmentSub, by each party hereto action taken by its Board of Directors, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (a) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any Any term or provision of this Agreement may be amended prior to the Closing by the written consent of IMSI, MP and the MP Shareholders, and, after the Closing by IMSI and the MP Shareholders (or waived by any the parties hereto, but their successors in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effectiveinterest). Any failure The observance of any term, condition or provision of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. In addition, at any time prior to the Effective Time Closing, each of the MP Shareholders and each of MP and IMSI (by action taken by its respective Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the parties hereto entitled obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit thereof only contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure provisions or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. At any time prior to the Effective Time, any (a) Any term or provision of this Agreement may be amended or waived by any amended, and the parties hereto, but in all cases only if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party hereto to this Agreement or, in the case of a waiver, by each party hereto against whom the waiver is to be effective. Any failure observance of any term of the parties hereto to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. Prior to the Effective Time, this Agreement may be amended by the parties hereto as provided in this Section at any time prior before or after approval of this Agreement by the Vividence Shareholders, but, after such approval, no amendment will be made that by Applicable Law requires the further approval of the Vividence Shareholders without obtaining such further approval. The failure of any party to the Effective Time by enforce any of the parties hereto entitled provisions hereof will not be construed to be a waiver of the benefit thereof right of such party thereafter to enforce such provisions. (b) Following the Effective Time, any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written instrument writing signed by each such party hereto granting such waiver. Notwithstanding of Keynote, the foregoingSurviving Corporation, no failure or delay the Shareholders’ Representative and Vividence Shareholders entitled to receive at least a majority of the Escrowed Funds and the Total Earnout Payment (which majority must include Partech and KPCB). (c) The waiver by a Stockholder, Parent party of any breach hereof or Merger Sub default in exercising any right hereunder shall operate as the performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderdefault or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Stockholders, but, after such approval, no amendment shall be made which by Applicable Law requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other, (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof shall not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may be amended by the parties hereto at any time but only by a writing signed by HNC and FTI and, if such amendment adversely affects the rights of the Founder under this Agreement (other than rights held in his capacity as an FTI Shareholder), the Founder. Any such amendment may be made at any time before or after approval of the shareholders of FTI, but, after such approval, no amendment will be made which by applicable law requires the further approval of the shareholders of FTI without obtaining such further approval. The observance of any term or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing FTI and is signed, in the case of an amendmentHNC, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (a) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub and Company. This Agreement may be amended by the parties hereto as provided in this Section 11.6 at any time before or after approval of this Agreement by the Company Stockholders; provided, however, that, after such approval, no amendment will be made that by Applicable Laws requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by its Board of Directors, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (a) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by Acquirer, Sub and Company. This Agreement may be amended by the parties hereto as provided in this Section 12.6 at any time before or after approval of this Agreement by the Company Unitholders; provided, however, that, after such approval, no amendment will be made which by Applicable Laws requires the further approval of the Company Unitholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentAcquirer, by each party hereto action taken by the Managing Member, may, to this Agreement or, in the case of a waiver, by each party hereto against whom extent legally allowed: (a) extend the waiver is to be effective. Any failure time for the performance of any of the parties hereto obligations or other acts of the other contained herein or in any agreement, certificate or document delivered pursuant hereto; (b) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any agreement, certificate or document delivered pursuant hereto; and/or (c) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled to agreements or conditions for its benefit contained herein or in any agreement, certificate or document delivered pursuant hereto. No such extension or waiver will be effective unless signed in writing by the benefit thereof only party against whom such extension or waiver is asserted. The waiver by a written instrument signed by each such party hereto granting such waiver. Notwithstanding of any breach hereof or default in the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as performance hereof will not be deemed to constitute a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunderbreach or default or any succeeding breach or default. The rights and remedies herein provided shall be cumulative and not exclusive failure of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of party to enforce any Tender and Support Agreement it has entered into with any other stockholder of the Company, provisions hereof will not be construed to be a waiver of the result of which would make the terms and conditions right of such other Tender and Support Agreement more favorable party thereafter to enforce such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.

Amendment and Waivers. Any term or provision of this Agreement may be --------------------- amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section at any time before or after approval of this Agreement by the Company Shareholders, but, after such approval, no amendment will be made which by applicable law requires the further approval of the Company Shareholders without obtaining such further approval. At any time prior to the Effective Time, any provision each of this Agreement may be amended or waived by any the parties hereto, but in all cases only if such amendment or waiver is in writing Company and is signed, in the case of an amendmentParent, by each party hereto action taken by its Board of Directors, may, to this Agreement orthe extent legally allowed, in (i) extend the case of a waiver, by each party hereto against whom time for the waiver is to be effective. Any failure performance of any of the parties hereto obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to comply it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any obligation, covenant, agreement or condition in this Agreement may be waived at any time prior to the Effective Time by any of the parties hereto entitled agreements or conditions for its benefit contained herein. No such waiver or extension will be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the benefit thereof only by provisions hereof will not be construed to be a written instrument signed by each waiver of the right of such party hereto granting thereafter to enforce such waiver. Notwithstanding the foregoing, no failure or delay by a Stockholder, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. In the event Parent amends or waives the terms and conditions of any Tender and Support Agreement it has entered into with any other stockholder of the Company, the result of which would make the terms and conditions of such other Tender and Support Agreement more favorable to such stockholder than the terms and conditions hereof are to the Stockholders, then Parent will offer to amend or waive the terms and conditions of this Agreement so they are no less favorable to the Stockholders than the terms and conditions of such other Tender and Support Agreement are to such other stockholdersprovisions.