Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto. At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but 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, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant 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 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the Parties parties hereto at any time prior to the Effective Time by an instrument in writing signed 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 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 (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 one hand and the Company, on the other hand, may (but 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, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant 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 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, the parties hereto may amend this Agreement may be amended by the Parties authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by each party heretoapplicable 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, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother party hereto owed to such party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (c) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquiror and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable Applicable Law, the parties hereto may amend this Agreement may be amended by the Parties authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Voting Member Approval is obtained, no amendment shall be made to this Agreement that by each party heretoApplicable 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, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (ai) extend the time for the performance of any of the obligations or other acts of the otherother parties hereto owed to such party, (bii) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (ciii) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Member. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable LawNo provision of this Agreement, this Agreement including any Disclosure Schedule or Exhibits hereto or thereto, may be amended amended, supplemented or modified except by the Parties at any time prior to the Effective Time by an a written instrument in writing making specific reference hereto or thereto signed by each party heretoall the parties to such agreement. For the avoidance of doubt, no consent from any Indemnified Party (other than the Parties) shall be required to amend this Agreement. At any time prior to the Effective TimeClosing, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, either Seller or Purchaser may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother Person, (b) to the extent permitted by applicable Law, 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 to this Agreement, or (c) to the extent permitted by applicable Law, waive compliance with any of the 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)in this Agreement. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party granting such partyextension or waiver. The failure of any party hereto to assert Neither the waiver by any of its rights hereunder the Parties of a breach of or a default under applicable Law any of 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 to exercise any right or privilege hereunder, shall not constitute be construed as a waiver of such rights and, except as otherwise expressly provided herein, no single any subsequent or partial exercise by any party hereto other breach or default of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Lawa similar nature.

Amendment; Extension; Waiver. Subject to applicable Law, the parties hereto may amend this Agreement may be amended by the Parties authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by each party heretoapplicable 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, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother parties hereto owed to such party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (c) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto. At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but 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, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant 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 following the Acceptance Time, any such actions by the Company shall be subject to Section 1.3(c1.3(d). Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to the provisions of applicable Lawlaw, the parties hereto may amend this Agreement may be amended by the Parties at any time prior pursuant to the Effective Time by an instrument in writing signed by on behalf of each party of the parties hereto. At any time prior time, either Buyer or Seller (and, after the Dissolution, the Stockholders’ Agent on behalf of Seller) may, to the Effective Timeextent legally allowed, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (ai) extend the time for the performance of any of the obligations or other acts of the otherother party hereto, (bii) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or hereto, and (ciii) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its the benefit of such party 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by on behalf of such party. The failure Without limiting the generality or effect of the preceding sentence, no delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision in this Agreement.

Amendment; Extension; Waiver. Subject to To the extent permitted by applicable LawLegal Requirements, Acquiror and Parent may cause this Agreement may to be amended by the Parties at any time prior to after the Effective Time Closing by execution of an instrument in writing signed by each party heretoon behalf of Acquiror and Parent. At any time prior after the Closing, Xxxxxx and Acquiror may, to the Effective Timeextent legally allowed, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (ai) extend the time for the performance of any of the obligations or other acts of the other, (bii) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or hereto, and (ciii) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its the benefit of such Person 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by on behalf of such party. The failure Without limiting the generality or effect of the preceding sentence, no delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision in this Agreement.

Amendment; Extension; Waiver. Subject to applicable LawLegal Requirement, the parties hereto may amend this Agreement may be amended by the Parties authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto. To the extent permitted by each party heretoLegal Requirement, Purchaser and Seller may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Purchaser and Seller. At any time prior time, Seller or Purchaser may, to the Effective Timeextent legally allowed, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother party hereto, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (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 the benefit of such party 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 hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by on behalf of such party. The failure Without limiting the generality or effect of the preceding sentence, no delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision in this Agreement.