Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. At any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements (a) extend the time for the performance of any of the obligations or other acts of the other Party; (b) waive any inaccuracies in the representations and warranties made to the other Party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements 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 an instrument in writing signed on behalf of such Party. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising any right under this Agreement shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

Amendment; Extension; Waiver. (a) This Agreement may not be amended except by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. parties hereto. (b) At any time prior to the ClosingClosing Date, Parent Acquisition may (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements (ai) extend the time for the performance of any of the obligations or other acts of the other Party; CSC or Seller, (bii) waive any inaccuracies in the representations and warranties made to the other Party of CSC or Seller contained herein or in any document document, certificate or writing delivered pursuant hereto; and hereto or (ciii) waive compliance by CSC or Seller with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party Acquisition to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Notwithstanding party. (c) At any time prior to the foregoingClosing Date, each of CSC and Seller may (i) extend the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have time for the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent performance of any Debt Financing Source directly of the obligations or other acts of Parent or Acquisition, (ii) waive any inaccuracies in the representations and adversely affected warranties of Parent or Acquisition contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by Parent or Acquisition with any of the agreements or conditions contained herein. Any agreement on the part of CSC or Seller to any such amendment, supplement, modification, replacement extension or waiver. Delay waiver shall be valid only if set forth in exercising an instrument in writing signed on behalf of such party. (d) The failure of any right under this Agreement party hereto to assert any of its rights hereunder shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall controlrights.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. At any time prior to before the ClosingEffective Time, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders)Company, on the other hand, may, to the extent not prohibited by applicable Legal Requirements may (a) extend the time for the performance of any of the obligations or other acts of the other Party; party, (b) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and under this Agreement, or (c) subject to applicable Law, waive compliance with any of the agreements covenants or conditions for contained in this Agreement. Notwithstanding the benefit foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a Party party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such Partyparty. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent The failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising party to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such right. In rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the event any provision exercise of any of right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other Transaction Document in any way conflicts with the provisions provision of this Agreement (except where a to the extent an amendment, supplement, waiver or other modification of such provision therein expressly provides would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that it impacts or is intended otherwise adverse in any respect to take precedence over this Agreement), this Agreement shall controlthe Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sources.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. At any time prior to before the ClosingEffective Time, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders)Company, on the other hand, may, to the extent not prohibited by applicable Legal Requirements may (a) extend the time for the performance of any of the obligations or other acts of the other Party; party, (b) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and under this Agreement, or (c) subject to applicable Law, waive compliance with any of the agreements covenants or conditions for contained in this Agreement (other than the benefit Minimum Tender Condition). Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the directors on the Company Board were directors on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, “Continuing Directors”) or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as soon as practicable after the Acceptance Time, and (c) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a Party party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such Partyparty. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent The failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising party to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such right. In rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the event any provision exercise of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over right, power or privilege under this Agreement), this Agreement shall control.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. At any time prior to before the ClosingEffective Time, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders)Company, on the other hand, may, to the extent not prohibited by applicable Legal Requirements may (a) extend the time for the performance of any of the obligations or other acts of the other Party; party, (b) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and under this Agreement, or (c) subject to applicable Law, waive compliance with any of the agreements covenants or conditions for contained in this Agreement. Notwithstanding the benefit foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the directors on the Company Board were directors on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, "Continuing Directors") or (y) if the Continuing Directors constitute a minority of the Board of Directors, each Continuing Director approves such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing, this Agreement may not be amended except by an instrument in writing signed by each of the parties and any agreement on the part of a Party party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such Partyparty. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent The failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising party to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such right. In rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the event any provision exercise of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over right, power or privilege under this Agreement), this Agreement shall control.

Amendment; Extension; Waiver. This Subject to applicable Law, this Agreement may be amended by the Parties parties hereto at any time prior to the Effective Time by execution of an instrument in writing signed on behalf of by each party; provided, however, that after the Acceptance Time, no amendment shall be made that decreases the Per Share Merger Consideration or that by Law requires approval by stockholders of the PartiesCompany without approval of such stockholders. At any time prior to the ClosingEffective Time, each of Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders)Company, on the other hand, may, to the extent may (but shall not prohibited by applicable Legal Requirements be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other Party; other, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties made to of the other Party contained herein or in any document delivered pursuant hereto; and hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its benefit contained herein; provided, however, that there shall be made no waiver that by Law requires approval by stockholders of the benefit Company without the approval of such Party contained hereinstockholders. Any agreement on the part of a Party party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such Partyparty. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent The failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement party to assert any of its rights hereunder or waiver. Delay in exercising any right under this Agreement applicable Law shall not constitute a waiver of such right. In the event rights and, except as otherwise expressly provided herein, no single or partial exercise by any provision party of any of its rights hereunder precludes any other or further exercise of such rights or any other rights hereunder or applicable Law. Notwithstanding anything to the other Transaction Document contrary in this Agreement, this sentence of this Section 9.2, the first sentence and the last sentence of Section 9.4(a), Section 9.4(b), Section 9.6, clause (ii) of Section 9.7 and Section 9.13 may not be amended, modified, waived or terminated in a manner that is adverse in any way conflicts with respect to the provisions Financing Sources without the prior written consent of this Agreement (except where a provision therein expressly provides that it is intended the Financing Sources, such consent not to take precedence over this Agreement)be unreasonably withheld, this Agreement shall controldelayed or conditioned.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. (a) At any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itselfEffective Time, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements parties may (ai) extend the time for the performance of any of the obligations or other acts of the other Party; party (bii) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and to this Agreement or (ciii) waive compliance by the other party with any of the agreements or conditions contained in this Agreement (treating Parent and Merger Sub as one party for this purpose). Notwithstanding the benefit foregoing, (A) after the Acceptance Time, (1) there shall be made no amendment to this Agreement that decreases the Merger Consideration and (2) termination of this Agreement pursuant to Section 8.01(a) and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the directors on the Company Board shall have been directors on the Company Board on the date hereof or shall have been nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, “Continuing Directors”) or (y) if the Continuing Directors constitute a minority of the Board of Directors, each Continuing Director shall approve such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time; provided, however, that any amendment of (i) this proviso, (ii) clause (2) of Section 9.07(a) or (iii) Section 9.10(c), Section 9.10(d) or Section 9.11 shall not affect the Debt Financing Sources without the prior written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or delayed). (b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any agreement on the part of a Party party to any such extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Partyparty. Notwithstanding the foregoing, the provisions The failure of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent any party to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect to assert any of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising any right its rights under this Agreement or otherwise shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall controlrights.

Amendment; Extension; Waiver. This Agreement may be amended or modified only by the Parties at any time by execution of an instrument in writing signed on behalf of each of duly executed by the PartiesCompany (or, after the Closing, the Lenders’ Representative) and Buyer, which makes specific reference to this Agreement. At Subject to Section 8.1(b) (as it relates to termination by Buyer), at any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements may (a) extend the time for the performance of any of the obligations or other acts of the other Party; Buyer or Merger Sub contained herein, (b) waive any inaccuracies in the representations and warranties made to the other Party of Buyer or Merger Sub contained herein or in any document document, certificate or writing delivered by Buyer or Merger Sub pursuant hereto; and hereto or (c) waive compliance by Buyer or Merger Sub with any of the agreements or conditions contained herein. Subject to Section 8.1(b) (as it relates to termination by the Company), at any time prior to the Closing, Buyer may (i) extend the time for the benefit performance of such Party any of the obligations or other acts of the Company or the Lenders’ Representative contained herein, (ii) waive any inaccuracies in the representations and warranties of the Company contained herein or in any document, certificate or writing delivered by the Company or the Lenders’ Representative pursuant hereto or (iii) waive compliance by the Company or the Lenders’ Representative with any of the agreements or conditions contained herein. Any agreement on the part of a any Party to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed duly authorized and executed on behalf of such Party. Notwithstanding the foregoing, the provisions No course of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any dealing or other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising Party to assert any right under this Agreement of its rights hereunder shall not constitute a waiver of such rightrights. In Notwithstanding anything to the event contrary contained herein, Section 8.2(e), Section 9.8, Section 11.4, this Section 11.9, Section 11.10, Section 11.11 and Section 11.16 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any of the other Transaction Document foregoing provisions) may not be amended in a manner that is adverse in any way conflicts with material respect to the provisions Financing Sources without the prior written consent of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall controlthe Financing Sources.

Amendment; Extension; Waiver. This Agreement No provision of this Agreement, including any Exhibits or Disclosure Schedule 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 at to such agreement. For the avoidance of doubt, no consent from any time by execution of an instrument in writing signed on behalf of each of Indemnified Party (other than the PartiesParties to this Agreement) shall be required to amend this Agreement. At any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements either Seller or Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other Party; Person, (b) waive any breaches of or inaccuracies in the representations and warranties made to of the other Party Person contained herein in this Agreement or in any document delivered pursuant hereto; and to this Agreement, or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such Party 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 an instrument in writing signed on behalf by the Party granting such extension or waiver. Neither the waiver by any of such Party. Notwithstanding the foregoing, Parties of a breach of or a default under any of the provisions of Section 10.5(b) (Third-Party Beneficiaries)this Agreement, Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have nor the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source directly and adversely affected failure by such amendment, supplement, modification, replacement or waiver. Delay in exercising any right under this Agreement shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in Parties, on one or more occasions, to enforce any way conflicts with of the provisions of this Agreement (except where or to exercise any right or privilege hereunder, shall be construed as a provision therein expressly provides that it is intended waiver of any subsequent or other breach or default of a similar nature. Notwithstanding anything to take precedence over this Agreement)the contrary contained herein, Section 5.10, Section 8.03, Section 8.04, this Section 8.05, Section 10.04, Section 10.06, Section 10.07, Section 10.08, Section 10.10, Section 10.11, Section 10.13 and Section 10.17 (and any other provision of this Agreement shall controlto the extent that a modification, waiver or termination of such provision would modify the substance of any of the foregoing provisions) may not be modified, waived or terminated in a manner that is adverse to any Debt Financing Source, without the prior written consent of the relevant Debt Financing Source.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. (a) At any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itselfEffective Time, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements parties may (ai) extend the time for the performance of any of the obligations or other acts of the other Party; party (bii) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and to this Agreement or (ciii) waive compliance by the other party with any of the agreements or conditions contained in this Agreement (treating Parent and Merger Sub as one party for this purpose). Notwithstanding the benefit foregoing, (A) after the Acceptance Time, (1) there shall be made no amendment to this Agreement that decreases the Merger Consideration and (2) termination of this Agreement pursuant to Section 8.01(a) and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the directors on the Company Board shall have been directors on the Company Board on the date hereof or shall have been nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, “Continuing Directors”) or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director shall approve such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time. (b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any agreement on the part of a Party party to any such extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Partyparty. Notwithstanding the foregoing, the provisions The failure of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent any party to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect to assert any of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising any right its rights under this Agreement or otherwise shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall controlrights.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. At any time prior to before the ClosingEffective Time, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itself, the Company and the Company Stockholders)Company, on the other hand, may, to the extent not prohibited by applicable Legal Requirements may (a) extend the time for the performance of any of the obligations or other acts of the other Party; party, (b) waive any inaccuracies in the representations and warranties made to of the other Party party contained herein in this Agreement or in any document delivered pursuant hereto; and under this Agreement, or (c) subject to applicable Law, waive compliance with any of the agreements covenants or conditions for contained in this Agreement. Notwithstanding the benefit foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the directors on the Company Board were directors on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, “Continuing Directors”) or (y) if the Continuing Directors constitute a minority of the Board of Directors, each Continuing Director approves such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing, this Agreement may not be amended except by an instrument in writing signed by each of the parties and any agreement on the part of a Party party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such Partyparty. Notwithstanding the foregoing, the provisions of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent The failure of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising party to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such right. In rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the event any provision exercise of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over right, power or privilege under this Agreement), this Agreement shall control.

Amendment; Extension; Waiver. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties. (a) At any time prior to the Closing, Parent (on behalf of itself and Merger Sub), on the one hand, and the Stockholder Representative (on behalf of itselfEffective Time, the Company and the Company Stockholders), on the other hand, may, to the extent not prohibited by applicable Legal Requirements parties may (ai) extend the time for the performance of any of the obligations or other acts of the other Party; parties, (bii) waive any inaccuracies in the representations and warranties made to of the other Party parties contained herein in this Agreement or in any document delivered pursuant hereto; and to this Agreement or (ciii) waive (to the extent permitted by applicable Law) compliance by the other parties with any of the agreements or conditions for contained in this Agreement. Notwithstanding the benefit foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 8.1(a) and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such Party contained hereinconsent, either (x) a majority of the Company’s directors who served on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the Company’s directors serving on the Company Board on the date hereof (such directors, “Continuing Directors”) or (y) if the Continuing Directors constitute a minority of the Board of Directors, each Continuing Director approves such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time. (b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any agreement on the part of a Party party to any such extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Partyparty. Notwithstanding the foregoing, the provisions The failure of Section 10.5(b) (Third-Party Beneficiaries), Section 10.7 (Other Remedies; Specific Performance), Section 10.8 (Governing Law), Section 10.9 (Consent any party to Jurisdiction; Waiver of Jury Trial), Section 10.12 (Assignment), Section 10.14(b) (No Recourse) and this Section 10.13 (and any definitions used therein and any other provision in this Agreement that would have the effect to assert any of amending, supplementing, modifying, replacing or waiving such definitions or provisions or the substance thereof) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver. Delay in exercising any right its rights under this Agreement or otherwise shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Document in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall controlrights.