Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (Harvard Illinois Bancorp, Inc.), Merger Agreement (Ridgewood Financial Inc), Merger Agreement (Wyman Park Bancorporation Inc)

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Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 9 contracts

Samples: Merger Agreement (Sovereign Bancorp Inc), Merger Agreement (First Jermyn Corp), Merger Agreement (Bankers Corp)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 8 contracts

Samples: Merger Agreement (Community Banks Inc /Pa/), Merger Agreement (Community Banks Inc /Pa/), Merger Agreement (Pennrock Financial Services Corp)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend amend, restate or supplement this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, hereto or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 4 contracts

Samples: Merger Agreement (Emclaire Financial Corp), Merger Conversion Agreement (First Star Bancorp Inc), Merger Conversion Agreement (First Star Bancorp Inc)

Amendment, Extension and Waiver. (a) Subject to applicable lawLaw, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (ai) amend Amend this Agreement, ; (bii) extend Extend the time for the performance of any of the obligations or other acts of either party hereto; (iii) Waive any term or condition of this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (div) waive Waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. . (b) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 4 contracts

Samples: Merger Agreement (Old Line Bancshares Inc), Merger Agreement (Howard Bancorp Inc), Merger Agreement (Old Line Bancshares Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 3 contracts

Samples: Merger Agreement (Investors Bancorp Inc), Merger Agreement (Meridian Interstate Bancorp Inc), Merger Agreement (Skibo Financial Corp)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend Amend this Agreement, ; (b) extend Extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive Waive any term or condition of this Agreement, any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) To the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 3 contracts

Samples: Merger Agreement (Old Line Bancshares Inc), Merger Agreement (FNB Financial Corp /Pa/), Merger Agreement (FNB Financial Corp /Pa/)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties Sellers and Buyer may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwisethis Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Imc Mortgage Co), Merger Agreement (Imc Mortgage Co), Asset Purchase Agreement (Imc Mortgage Co)

Amendment, Extension and Waiver. Subject to applicable law, at At any time prior to during the consummation term of the transactions contemplated by this Agreement, the parties may hereto may: (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein except where waiver of such condition would result in Articles V and VI hereof or otherwisea violation of law. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Master Agreement (CastlePoint Holdings, Ltd.), Master Agreement (Tower Group, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Effective Time (including after the approval of this Agreement and the transactions contemplated Merger by this AgreementTF Financial shareholders if and to the extent permitted by applicable law), the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V 5 and VI 6 hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (National Penn Bancshares Inc), Merger Agreement (Tf Financial Corp)

Amendment, Extension and Waiver. (a) Subject to applicable lawLaw, at any time prior to the consummation of the transactions contemplated by this AgreementClosing, the parties may may: (ai) amend Amend this Agreement, ; (bii) extend Extend the time for the performance of any of the obligations or other acts of either party hereto; (iii) Waive any term or condition of this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (div) waive Waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. . (b) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (Old Line Bancshares Inc), Merger Agreement (Bay Bancorp, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (National Penn Bancshares Inc), Merger Agreement (National Penn Bancshares Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend amend, restate or supplement this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, ; or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Conversion Merger Agreement (Wells Financial Corp), Agreement and Plan of Conversion Merger (Poage Bankshares, Inc.)

Amendment, Extension and Waiver. (a) Subject to applicable lawLaw, at any time prior to the consummation of Closing, the transactions contemplated by Parties may: (i) Amend this Agreement, the parties may ; (aii) amend this Agreement, (b) extend Extend the time for the performance of any of the obligations or other acts of either party heretoParty; (iii) Waive any term or condition of this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (div) waive Waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. . (b) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties heretoParties. Any agreement on the part of a party hereto Party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such partyParty, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (Old Line Bancshares Inc), Merger Agreement (Bay Bancorp, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Closing Date (including after the approval of this Agreement and the transactions contemplated Merger by this AgreementKNBT shareholders if and to the extent permitted by applicable law), the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (KNBT Bancorp Inc), Merger Agreement (National Penn Bancshares Inc)

Amendment, Extension and Waiver. Subject to applicable law, at At any time prior to the consummation of the transactions contemplated by this Agreementpurchase and sale of the Shares, the parties may hereto may: (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein except where waiver of such condition would result in Articles V and VI hereof or otherwisea violation of law. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vision Bancshares Inc), Stock Purchase Agreement (Banctrust Financial Group Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (National Penn Bancshares Inc), Acquisition Agreement (National Penn Bancshares Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a1) amend this Agreement, (b2) extend the time for the performance of any of the obligations or other acts of either party hereto, (c3) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d4) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (West Essex Bancorp Inc), Merger Agreement (Pulaski Bancorp Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise. . (e) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Univest Corp of Pennsylvania)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (ai) amend amend, restate or supplement this Agreement, ; (bii) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, ; or (div) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended amended, except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger Conversion (Oconee Financial Corp)

Amendment, Extension and Waiver. Subject to applicable lawlaw and as may be authorized by Seller's Board of Directors, at any time prior to the consummation of the transactions contemplated by this AgreementAgreement or termination of this Agreement in accordance with the provisions of Section 7.1 hereof, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V 5 and VI hereof or otherwise6 (other than Section 6.1) hereof. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Affiliated Community Bancorp Inc)

Amendment, Extension and Waiver. Subject to applicable lawThis Agreement may be amended by the parties hereto, by action taken or authorized by their respective boards of directors, at any time before or after approval of the matters presented in connection with the Merger by the CBI shareholders, but, after any such approval, no amendment shall be made which by applicable Law requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. At any time prior to the consummation of the transactions contemplated by this AgreementEffective Time, the parties may hereto, by action taken or authorized by their respective board of directors, may, to the extent legally allowed: (a) amend this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, ; (cii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; and (diii) waive compliance with any of the agreements terms or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties heretoherein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Chemung Financial Corp)

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Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties Parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party any Party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party Party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such partyParty, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Investors Bancorp Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V V, VI and VI VII hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, signed by duly authorized officers, officers on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Oconee Federal Financial Corp.)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated hereby, Seller, Buyer and Parent may, by this Agreementaction taken by their respective Boards of Directors, to the parties may extent applicable, (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of either party heretothe other, (ciii) waive any inaccuracies in the representations and warranties of the other contained herein or in any document document, certificate or instrument delivered pursuant hereto, or (div) waive compliance with any of the covenants, agreements or conditions contained in Articles V and VI hereof or otherwiseof the other. This Agreement may not be amended amended, except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, violation, default or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hi Rise Recycling Systems Inc)

Amendment, Extension and Waiver. Subject to applicable lawThis Agreement may be amended by the parties hereto, by action taken or authorized by their respective boards of directors, at any time before or after approval of the matters presented in connection with the Merger by the parties’ shareholders, but, after any such approval, no amendment shall be made which by applicable Law requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. At any time prior to the consummation of the transactions contemplated by this AgreementEffective Time, the parties may hereto, by action taken or authorized by their respective board of directors, may, to the extent legally allowed: (a) amend this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, ; (cii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; and (diii) waive compliance with any of the agreements terms or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties heretoherein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (NBT Bancorp Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementEffective Date, the parties may may: (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of either party hereto, (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (div) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Sovereign Bancorp Inc)

Amendment, Extension and Waiver. (a) Subject to applicable lawLaw, at any time prior to the consummation of Closing, the transactions contemplated by Parties may: (i) Amend this Agreement, the parties may ; (aii) amend this Agreement, (b) extend Extend the time for the performance of any of the obligations or other acts of either party heretoParty; (iii) Waive any term or condition of this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (div) waive Waive compliance with any of the agreements or conditions contained in Articles Article V and Article VI hereof or otherwise. . (b) This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties heretoParties. Any agreement on the part of a party hereto Party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such partyParty, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Farmers & Merchants Bancshares, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, at any time ------------------------------- prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles IV and V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Community Independent Bank Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any ------------------------------- time prior to the consummation Closing Date (including after the approval of this Agreement and the transactions contemplated Merger by this AgreementNFC shareholders if and to the extent permitted by applicable law), the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Nittany Financial Corp)

Amendment, Extension and Waiver. Subject to applicable law, at At any time prior to the consummation of the transactions contemplated by this AgreementAgreement or the termination of this Agreement in accordance with the provisions of Section 11 hereof, the parties Buyer and the Seller may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either any party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, hereto or (d) waive compliance compliance, to the extent legally permissible, with any of the agreements or conditions contained in Articles V and VI hereof or otherwiseherein. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if to the extent set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Investors Financial Services Corp)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated Merger, whether before or after approval thereof by this Agreementthe stockholders of Seller, the parties may (a) amend this AgreementAgreement and the Plan of Merger, (b) extend the time for the performance of any of the obligations or other acts of either party the other parties hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V herein (other than required stockholder and VI hereof or otherwiseregulatory approval). This Agreement and the Plan of Merger may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, party and which has been authorized by or under the direction of its Board of Directors; but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Innovo Group Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Closing Date (including after the approval of this Agreement and the transactions contemplated Merger by this AgreementNFC shareholders if and to the extent permitted by applicable law), the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (National Penn Bancshares Inc)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this AgreementClosing Date, the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions of the other party contained in Articles V and VI hereof or otherwiseherein. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (First California Financial Group, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation Closing Date (including after the approval of this Agreement and the transactions contemplated Merger by this AgreementCBT stockholders if and to the extent permitted by applicable law), the parties may may: (a) amend this Agreement, ; (b) extend the time for the performance of any of the obligations or other acts of either party hereto, ; (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or ; or (d) to the extent permitted by law, waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Agreement of Reorganization and Merger (National Penn Bancshares Inc)

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