Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer or, in the case of a waiver, by each party against whom the waiver is to be effective and by the Buyer. (b) No failure or delay by any party in 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.
Appears in 2 contracts
Samples: Restructuring Agreement (Separate Acct Va K of First Allmerica Financial Life Ins Co), Restructuring Agreement (Separate Account Va-K of Commonwealth Annuity & Life Insurance Co)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Seller and by the Buyer or, Purchaser or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 2 contracts
Samples: Purchase Agreement (Borden Chemicals & Plastics Limited Partnership /De/), Asset Purchase Agreement (Borden Chemicals & Plastics Limited Partnership /De/)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement DBE and by the Buyer orRattler, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Rattler Midstream Lp), Tax Sharing Agreement (Rattler Midstream Lp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Xxxxxxxx 66 and by the Buyer orPartnership, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Phillips 66 Partners Lp), Tax Sharing Agreement (Phillips 66 Partners Lp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, first to occur of the Closing Date and the Termination Date but only if, if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer orAgreement, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyer.
(b) effective. No failure or delay by any party in 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vasomedical Inc), Share Exchange Agreement (Nesco Industries Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Xxxxxx and by the Buyer orSpinCo and Acquiror, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)
Amendments; No Waivers. (a) Any From and after the Distribution, any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer orParties, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.or
Appears in 2 contracts
Samples: Employee Matters Agreement (SPX Corp), Employee Matters Agreement (SPX FLOW, Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement NRGY and by the Buyer orNRGM, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Inergy Midstream, L.P.), Tax Sharing Agreement (Inergy Midstream, LLC)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement NiSource and by the Buyer orMLP and OpCo, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Columbia Pipeline Partners LP), Tax Sharing Agreement (Columbia Pipeline Partners LP)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior subject to the Transfer Time requirements of applicable law if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Purchaser and by the Buyer orAuthority, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Puerto Rico Telephone Co Inc), Share Option Agreement (Puerto Rico Telephone Co Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may may, subject to applicable law, be amended or waived prior to the Transfer Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and signed by the Buyer orparties hereto. Except as otherwise set forth in this Agreement, in the case of a waiverno failure to exercise, by each party against whom the waiver is to be effective and by the Buyer.
(b) No failure or delay by in exercising, any party in exercising any rightrights, remedy, power or privilege hereunder arising from this Agreement shall operate or be construed as a waiver thereof thereof; nor shall any single or partial exercise thereof of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Appears in 2 contracts
Samples: Merger Agreement (Mercedes-Benz Vehicle Trust), Merger Agreement (Mercedes-Benz Auto Lease Trust 2021-A)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement the Company and by the Buyer Buyer, or, in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.or
Appears in 1 contract
Samples: Asset Purchase Agreement (Smartalk Teleservices Inc)
Amendments; No Waivers. (a) Any provision provisions of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Buyer, Seller and each party to this Agreement and by the Buyer orStockholder, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any either party in 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 law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Atlantic Data Services Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or is in writing and signed by the parties hereto.
(b) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and signed by the Buyer or, in the case of a waiver, by each party or parties against whom the waiver is sought to be effective and by the Buyerenforced.
(bc) No failure or delay by any party in 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement DBE and by the Buyer orCompany, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Share Delivery Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement the Company and by the Buyer or, DIRECTV or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Crown Media Holdings Inc)
Amendments; No Waivers. (a) Any provision provisions of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Buyer and by the Buyer orSeller, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any either party in 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.
Appears in 1 contract
Samples: Master Agreement (Ionics Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior subject to the Transfer Time requirements of applicable law if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement TLD and by the Buyer orCC, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement BioTime and by the Buyer orAgeX, or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Purchaser and by the Buyer orSeller, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyer.
(b) effective. No failure or delay by any either party in 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
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case 74 80 of an amendment, by each party to this Agreement Seller and by the Buyer or, Acquiror or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Martin Marietta Materials Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer or, Parties hereto or in the case of a waiver, by each party the Party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party Party in 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.
Appears in 1 contract
Samples: Acquisition Agreement (Lafarge Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Seller and by the Buyer or, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Security National Financial Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, last to occur of the Closing Date and the Termination Date but only if, if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer orAgreement, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyer.
(b) effective. No failure or delay by any party in 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.
Appears in 1 contract
Samples: Share Exchange Agreement (Laser Recording Systems Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Seller and by the Buyer or, Purchaser or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Scottish Annuity & Life Holdings LTD)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement and by the Buyer orparties hereto, in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyer.effective
(b) No failure or delay by any party in 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nova Natural Resources Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement ADS and by the Buyer Intellesale or, in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement Sellers and by the Buyer or, or in the case of a waiver, by each the party against whom the waiver is to be effective and by the Buyereffective.
(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall will operate as a waiver thereof nor shall will 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 will be cumulative and not exclusive of any rights or remedies provided by law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sunrise Senior Living Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Transfer Time Closing Date if, but and only if, such amendment or is in writing and signed by the parties hereto. Any provision of this Agreement may be waived if the waiver is in writing and is signedsigned by the party to be bound, which, in the case of an amendmentthe Seller, may be taken by each party to this Agreement and by the Buyer or, in the case of a waiver, by each party against whom the waiver is to be effective and by the BuyerPrincipals.
(b) No failure or delay by any either party in 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 law.
Appears in 1 contract
Samples: Purchase Agreement (Digitas Inc)