Common use of Amendments, Extensions and Waivers Clause in Contracts

Amendments, Extensions and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties hereto; provided, that the last sentence of Section 7.3 (Effect of Termination), Section 7.4 (Reverse Termination Fee), Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.7 (Third-Party Beneficiaries), this Section 10.8, Section 10.9 (Specific Performance), Section 10.13 (Non-Recourse) and the definitions of Lender, Lenders, Debt Commitment Letter, Debt Financing and Debt Financing Sources shall not be amended in a manner that directly relates to and is adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. At any time prior to the Closing, either the Sellers, on one hand, or Purchaser, on the other hand, may (a) extend the time for performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions of the other contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties granting such extension or waiver.

Amendments, Extensions and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all No amendment of the Parties hereto; provided, that the last sentence of Section 7.3 (Effect of Termination), Section 7.4 (Reverse Termination Fee), Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.7 (Third-Party Beneficiaries), this Section 10.8, Section 10.9 (Specific Performance), Section 10.13 (Non-Recourse) and the definitions of Lender, Lenders, Debt Commitment Letter, Debt Financing and Debt Financing Sources shall not be amended in a manner that directly relates to and is adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source. The failure by any Party to enforce at any time any of the provisions provision of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect valid unless the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement same shall be held to be a waiver of any other or subsequent breach or non-compliancein writing and signed by the Parties hereto. At any time prior to the ClosingEffective Time, either the SellersParties hereto, on one handby action taken or authorized by their respective Boards of Directors, or Purchasermay, on to the other handextent legally allowed, may (ai) extend the time for the performance of of, any of the obligations or other acts of the otherother Parties hereto, (bii) waive any inaccuracies breach or inaccuracy in the representations and warranties of the other contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (ciii) waive compliance with any of the agreements or conditions of the other contained in this Agreementherein. 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 signed on behalf of such Party. No delay on the part of any Party hereto in writing signed exercising, or failure to assert, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Unless otherwise provided, the Party rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the Parties granting such extension hereto may otherwise have at law or waiverin equity.

Amendments, Extensions and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all No amendment of the Parties hereto; provided, that the last sentence of Section 7.3 (Effect of Termination), Section 7.4 (Reverse Termination Fee), Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.7 (Third-Party Beneficiaries), this Section 10.8, Section 10.9 (Specific Performance), Section 10.13 (Non-Recourse) and the definitions of Lender, Lenders, Debt Commitment Letter, Debt Financing and Debt Financing Sources shall not be amended in a manner that directly relates to and is adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source. The failure by any Party to enforce at any time any of the provisions provision of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect valid unless the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement same shall be held to be a waiver of any other or subsequent breach or non-compliancein writing and signed by the Parties hereto. At any time prior to the ClosingEffective Time, either the SellersParties hereto, on one handby action taken or authorized by their respective Boards of Directors, or Purchasermay, on to the other handextent legally allowed, may (ai) extend the time for the performance of of, any of the obligations or other acts of the otherother Parties hereto, (bii) waive any inaccuracies breach or inaccuracy in the representations and warranties of the other contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (ciii) waive compliance with any of the agreements or conditions of the other contained in this Agreementherein. 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 signed on behalf of such Party. No delay on the part of any Party hereto in writing signed exercising, or failure to assert, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Unless otherwise provided, the Party rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the Parties granting such extension hereto may otherwise have at law or waiverin equity.

Amendments, Extensions and Waivers. (a) This Agreement may be amended or supplemented in any and all respects by written agreement signed by each of the parties hereto; provided, however, that (i) after adoption of this Agreement by the holders of Company Common Stock, no amendments shall be made which by Applicable Law require further approval by such holders without obtaining such further approval and (ii) this Agreement may not be modified amended or amended except by an instrument or instruments supplemented in writing signed by all of any respect after the Parties heretoEffective Time; provided, further, that the last sentence of Section 7.3 (Effect of Termination), Section 7.4 (Reverse Termination Fee), Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.7 (Third-Party Beneficiaries), this Section 10.89.03 and Sections 9.06, Section 10.9 9.07, 9.08, 9.09, 9.11, 9.12, 9.13, and 9.14 (Specific Performance)and any provision of this Agreement to the extent a modification, Section 10.13 (Non-Recoursewaiver or termination of such provision would modify the substance of any of the foregoing provisions) and the definitions of Lender, Lenders, Debt Commitment Letter, Debt Financing and Debt Financing Sources shall may not be amended modified, waived or terminated in a manner that directly relates to and impacts or is adverse in any respect to any Debt a Financing Source without the prior written consent of such Debt Financing Source. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. . (b) At any time prior to the ClosingEffective Time, either the Sellersparties hereto, on one handby action taken or authorized by their respective Boards of Directors, or Purchasermay, on to the other hand, may extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other, other parties hereto; (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto; and (c) waive compliance with any of the agreements or conditions of the other contained in this Agreementherein. 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 signed on behalf of such party. (c) No failure or delay by any party in writing signed exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by the Party or Parties granting such extension or waiverApplicable Law.