Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. (a) This Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, at any time prior to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. (b) At any time prior to the Effective Time, the Parties, by action taken or authorized by their respective board of directors, may, to the extent legally allowed, (iii) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive any breaches in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements, covenants or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The failure of a Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise of any right, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder.

Amendment; Extension; Waiver. (a) This Subject to compliance with applicable law, this Agreement may be amended by the Partiesparties hereto, by action taken or authorized by their respective boards Boards of directorsDirectors, at any time prior to before or after approval of the Effective Timematters presented in connection with the Merger by the stockholders of the Company; provided, buthowever, that after any approval of the transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such approvalstockholders, no any amendment shall be made of this Agreement which by law requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Partiesparties hereto. (b) At any time prior Prior to the Effective Time, the Partiesparties hereto, by action taken or authorized by their respective board Boards of directorsDirectors, may, to the extent legally allowed, (iiii) extend the time for the performance of any of the obligations or other acts of the other Partyparties hereto, (ii) waive any breaches inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements, covenants agreements or conditions contained herein. Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The party, but such extension or waiver or failure of a Party to assert any of its rights under this Agreement insist on strict compliance with an obligation, covenant, agreement or otherwise condition shall not constitute operate as a waiver of those rights. No single of, or partial exercise of any rightestoppel with respect to, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderfailure.

Amendment; Extension; Waiver. (a) This Subject to applicable Law, this Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, parties hereto at any time prior to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except Time by an instrument in writing signed on behalf by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of each this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties. ’ prior written consent (b) such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to the Effective Time, each of Parent and Merger Sub, on the Partiesone hand and the Company, by action taken or authorized by their respective board of directorson the other hand, may, to the extent legally allowed, may (iiibut shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other Partyother, (iib) to the extent permitted by applicable Law, waive any breaches inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto and or (iiic) to the extent permitted by applicable Law, waive compliance with any of the agreements, covenants agreements of the other or any of the conditions for its benefit contained herein. Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf of by such Partyparty. The failure of a Party any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of those rights. No such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any right, remedy, power or privilege of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any other right, remedy, power rights hereunder or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderunder applicable Law.

Amendment; Extension; Waiver. (a) This Subject to compliance with applicable law, this Agreement may be amended by the Partiesparties hereto, by action taken or authorized by their respective boards Boards of directorsDirectors, at any time prior to before or after adoption of this Agreement and approval of any other matter by the Effective Timestockholders of the Company; provided, buthowever, that after any such approvaladoption and approval of this Agreement by the stockholders of the Company, no there may not be, without further adoption or approval of such stockholders, any amendment shall be made of this Agreement which by law requires such further approval by stockholders without such further approvalstockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Partiesparties hereto. (b) At any time prior Prior to the Effective Time, the Partiesparties hereto, by action taken or authorized by their respective board Boards of directorsDirectors, may, to the extent legally allowed, (iiii) extend the time for the performance of any of the obligations or other acts of the other Partyparties hereto, (ii) waive with respect to the other parties hereto any breaches inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties hereto with any of the agreements, covenants agreements or conditions contained herein. Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The party, but such extension or waiver or failure of a Party to assert any of its rights under this Agreement insist on strict compliance with an obligation, covenant, agreement or otherwise condition shall not constitute operate as a waiver of those rights. No single of, or partial exercise of any rightestoppel with respect to, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderfailure.

Amendment; Extension; Waiver. (a) This Subject to applicable Law, this Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, Parties at any time prior to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except Time by an instrument in writing signed on behalf of by each of the Parties. (b) party hereto. At any time prior to the Effective Time, each of Parent and Merger Sub, on the Partiesone hand and the Company, by action taken or authorized by their respective board of directorson the other hand, may, to the extent legally allowed, may (iiibut shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other Partyother, (iib) to the extent permitted by applicable Law, waive any breaches inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto and or (iiic) to the extent permitted by applicable Law, waive compliance with any of the agreements, covenants agreements of the other or any of the conditions for its benefit contained herein, provided, however, that following the Acceptance Time, any such actions by the Company shall be subject to Section 1.3(c). Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf of by such Partyparty. The failure of a Party any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of those rights. No such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any right, remedy, power or privilege of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any other right, remedy, power rights hereunder or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderunder applicable Law.

Amendment; Extension; Waiver. (a) This Subject to applicable Law, this Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, Parties at any time prior to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except Time by an instrument in writing signed on behalf of by each of the Parties. (b) party hereto. At any time prior to the Effective Time, each of Parent and Merger Sub, on the Partiesone hand and the Company, by action taken or authorized by their respective board of directorson the other hand, may, to the extent legally allowed, may (iiibut shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other Partyother, (iib) to the extent permitted by applicable Law, waive any breaches inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto and or (iiic) to the extent permitted by applicable Law, waive compliance with any of the agreements, covenants agreements of the other or any of the conditions for its benefit contained herein, provided, however, that following the Acceptance Time, any such actions by the Company shall be subject to Section 1.3(d). Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf of by such Partyparty. The failure of a Party any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of those rights. No such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any right, remedy, power or privilege of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any other right, remedy, power rights hereunder or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderunder applicable Law.

Amendment; Extension; Waiver. (a) This Subject to applicable Law, the parties hereto may amend this Agreement may be amended by the Parties, by authorized action taken or authorized by their respective boards of directors, at any time prior pursuant to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. (b) parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by applicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, Acquiror and Holder may cause this Agreement to be amended at any time after the Closing by execution and delivery of an instrument in writing signed on behalf of Acquiror and Holder. At any time at or prior to the Effective TimeClosing, the Parties, by action taken or authorized by their respective board of directors, any party hereto may, to the extent legally allowed, (iiia) extend the time for the performance of any of the obligations or other acts of the other Partyparty hereto owed to such party, (iib) waive any breaches inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iiic) waive compliance with any breaches of any of the covenants, agreements, covenants obligations or conditions for the benefit of such party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written an instrument in writing that is signed on behalf of such PartyAcquiror and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of a Party to assert exercise or delay in exercising any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise such right, and no waiver of any right, remedy, power breach or privilege hereunder default shall preclude any other or further exercise thereof or the exercise be deemed a waiver of any other right, remedy, power breach or privilege. Any waiver shall be effective only in default of the specific instance and for the specific purpose for which given and shall not constitute a waiver to same or any subsequent or other exercise of any right, remedy, power or privilege hereunderprovision herein.

Amendment; Extension; Waiver. (a) This Agreement No provision of this Agreement, including any Disclosure Schedule or Exhibits hereto or thereto, may be amended amended, supplemented or modified except by a written instrument making specific reference hereto or thereto signed by all the parties to such agreement. For the avoidance of doubt, no consent from any Indemnified Party (other than the Parties, by action taken or authorized by their respective boards of directors, at any time prior to the Effective Time, but, after any such approval, no amendment ) shall be made which by law requires further approval by stockholders without such further approvalrequired to amend this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. (b) At any time prior to the Effective TimeClosing, the Parties, by action taken either Seller or authorized by their respective board of directors, may, to the extent legally allowed, Purchaser may (iiia) extend the time for the performance of any of the obligations or other acts of the other PartyPerson, (iib) waive any breaches of or inaccuracies in the representations and warranties of the other Person contained herein in this Agreement or in any document delivered pursuant hereto and to this Agreement, or (iiic) waive compliance with any of the agreementscovenants, covenants agreements or conditions contained hereinin this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf by the Party granting such extension or waiver. Neither the waiver by any of such Party. The failure the Parties of a Party to assert breach of or a default under any of its rights under the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or otherwise to exercise any right or privilege hereunder, shall not constitute be construed as a waiver of those rights. No single or partial exercise of any right, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise breach or default of any right, remedy, power or privilege hereundera similar nature.

Amendment; Extension; Waiver. (a) This Subject to Applicable Law, the parties hereto may amend this Agreement may be amended by the Parties, by authorized action taken or authorized by their respective boards of directors, at any time prior pursuant to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. (b) parties hereto; provided that after the Voting Member Approval is obtained, no amendment shall be made to this Agreement that by Applicable Law requires further approval by Member without such further approval. To the extent permitted by Applicable Law, Acquirer and Member may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquirer and Member. At any time at or prior to the Effective TimeClosing, the Parties, by action taken or authorized by their respective board of directors, any party hereto may, to the extent legally allowed, (iiii) extend the time for the performance of any of the obligations or other acts of the other Partyparties hereto owed to such party, (ii) waive any breaches inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any breaches of any of the covenants, agreements, covenants obligations or conditions for the benefit of such party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written an instrument in writing that is signed on behalf of such PartyAcquirer and Member. The Without limiting the generality or effect of the preceding sentence, no failure of a Party to assert exercise or delay in exercising any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise such right, and no waiver of any right, remedy, power breach or privilege hereunder default shall preclude any other or further exercise thereof or the exercise be deemed a waiver of any other right, remedy, power breach or privilege. Any waiver shall be effective only in default of the specific instance and for the specific purpose for which given and shall not constitute a waiver to same or any subsequent or other exercise of any right, remedy, power or privilege hereunderprovision herein.

Amendment; Extension; Waiver. (a) This Subject to compliance with applicable law, this Agreement may be amended by the Partiesparties hereto, by action taken or authorized by their respective boards Boards of directorsDirectors, at any time prior to before or after approval of the Effective Timematters presented in connection with the Merger by the shareholders of the Company; provided, buthowever, that after any approval of the transactions contemplated by this Agreement by the shareholders of the Company, there may not be, without further approval of such approvalshareholders, no any amendment shall be made of this Agreement which by law requires such further approval by stockholders without such further approvalshareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Partiesparties hereto. (b) At any time prior Prior to the Effective Time, the Partiesparties hereto, by action taken or authorized by their respective board Boards of directorsDirectors, may, to the extent legally allowed, (iiii) extend the time for the performance of any of the obligations or other acts of the other Partyparties hereto, (ii) waive any breaches inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements, covenants agreements or conditions contained herein. Any agreement on the part of a Party party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The party, but such extension or waiver or failure of a Party to assert any of its rights under this Agreement insist on strict compliance with an obligation, covenant, agreement or otherwise condition shall not constitute operate as a waiver of those rights. No single of, or partial exercise of any rightestoppel with respect to, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunderfailure.

Amendment; Extension; Waiver. (a) This Subject to applicable Law, the parties hereto may amend this Agreement may be amended by the Parties, by authorized action taken or authorized by their respective boards of directors, at any time prior pursuant to the Effective Time, but, after any such approval, no amendment shall be made which by law requires further approval by stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. (b) parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by applicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, Acquirer and Holder may cause this Agreement to be amended at any time after the Closing by execution and delivery of an instrument in writing signed on behalf of Acquirer and Holder. At any time at or prior to the Effective TimeClosing, the Parties, by action taken or authorized by their respective board of directors, any party hereto may, to the extent legally allowed, (iiia) extend the time for the performance of any of the obligations or other acts of the other Partyparties hereto owed to such party, (iib) waive any breaches inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iiic) waive compliance with any breaches of any of the covenants, agreements, covenants obligations or conditions for the benefit of such party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written an instrument in writing that is signed on behalf of such PartyAcquirer and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of a Party to assert exercise or delay in exercising any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise such right, and no waiver of any right, remedy, power breach or privilege hereunder default shall preclude any other or further exercise thereof or the exercise be deemed a waiver of any other right, remedy, power breach or privilege. Any waiver shall be effective only in default of the specific instance and for the specific purpose for which given and shall not constitute a waiver to same or any subsequent or other exercise of any right, remedy, power or privilege hereunderprovision herein.