Common use of Amendments; No Waivers Clause in Contracts

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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, Parent and Merger Subsidiary or, in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, after that any waiver or amendment shall be effective against a party only if the adoption board of this Agreement by the stockholders directors of the Company and without their further approval, no such amendment party approves such waiver or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesamendment. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 the party to this Agreement orwhose rights or obligations hereunder are affected by such amendment, or in the case of a waiver, by each the party or parties against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such . Any amendment or waiver by the Company shall reduce be authorized by a majority of the amount or change the kind Board of consideration to be received Directors (excluding for this purpose any director who is a Liberty Director as provided for in exchange for the Sharesthis Agreement). (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, AMCON and HNWC or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalHNWC Stockholder Approval, no such amendment or waiver shall reduce shall, without the amount further approval of such stockholders, be made that would require such approval under any applicable law, rule or change the kind of consideration to be received in exchange for the Sharesregulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in by the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, charged therewith; provided that, that after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the further approval of such shareholders, alter or change (i) the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany, or (ii) any of the principal terms of the Merger. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any Subject to applicable law, any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approvalMediaOne, no such amendment or waiver shall reduce be made or given that requires the amount or change approval of the kind stockholders of consideration to be received in exchange for MediaOne unless the Sharesrequired approval is obtained. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 the party to this Agreement orwhose rights or obligations hereunder are affected by such amendment, or in the case of a waiver, by each the party or parties against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such . Any amendment or waiver by the Company shall reduce be authorized by a majority of the amount or change the kind Board of consideration to be received Directors (excluding for this purpose any director who is a Liberty Director as provided for in exchange for the Sharesthis Agreement), except as otherwise provided in Section 7.03. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, amendment by each party to this Agreement or, the Company and MergerSub or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company, there shall be no amendment that by law requires further approval by the stockholders of the Company and without their the further approval, no approval of such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesstockholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orParent, USAi and a Majority Vote of the Individual Stockholders, or in the case of a waiver, by each party against whom (i) Parent if the waiver is to be effectiveeffective against Parent, provided that, after (ii) USAi if the adoption of this Agreement by the stockholders waiver is to be effective against USAi or (iii) a Majority Vote of the Company and without their further approval, no such amendment or Individual Stockholders if the waiver shall reduce the amount or change the kind of consideration is to be received in exchange for effective against the SharesIndividual Stockholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company Elf and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesShares and provided, further, that any amendment or waiver of this Agreement which adversely affects the rights of the stockholders of Elf (other than TULIP) shall also require the authorization or recommendation of the Special Committee. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided PROVIDED that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesshares of Company Stock. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesany shares of capital stock of Company. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing Date 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company Company's shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Parent and MergerSub or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalShareholder Approval, no such amendment or waiver shall reduce shall, without the amount or change the kind further approval of consideration to such shareholders, be received in exchange for the Sharesmade that would require such approval under any applicable Law. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any Subject to applicable law, any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce be made or given that requires the amount or change approval of the kind stockholders of consideration to be received in exchange for the SharesCompany unless the required approval is obtained. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendmentamendment by the Company, by each party to this Agreement or, Parent and Merger Sub or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company, there shall be no amendment that by law requires further approval by the stockholders of the Company and without their the further approval, no approval of such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesstockholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Buyer and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalCompany, there shall be made no such amendment or waiver shall reduce that by law requires further approval by such stockholders without the amount or change the kind further approval of consideration to be received in exchange for the Sharessuch stockholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesShares in the Merger. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Parent and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the further approval of such shareholders, alter or change the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalCompany, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Parent and MergerSub or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalStockholder Approval, no such amendment or waiver shall reduce shall, without the amount further approval of such stockholders, be made that would require such approval under any applicable law, rule or change the kind of consideration to be received in exchange for the Sharesregulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders holders of the Company and without their further approvalCommon Stock, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, Cerner and CITATION or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalCITATION Shareholder Approval, no such amendment or waiver shall reduce shall, without the amount further approval of such shareholders, be made that would require such approval under any applicable law, rule or change the kind of consideration to be received in exchange for the Sharesregulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company Stockholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany or change the certificate of incorporation of the Surviving Corporation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing 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 Parent or, in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and Company, there shall be made no amendment that by Law requires further approval by the Company's stockholders without their obtaining the further approval, no approval of such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (b) stockholders. 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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signedsigned by all parties hereto, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective; and provided, provided thatfurther, that after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the amount further approval of such shareholders, alter or change (i) the kind Merger Consideration or (ii) any of consideration to be received in exchange for the Sharesterms or conditions of this Agreement if such alteration or change would adversely affect the Public Shareholders. (b) No failure or delay by any party in exercising any right, power 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 parties' rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, the Company and FNIS or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalShareholder Approval, no such amendment or waiver shall shall, without the further approval of such shareholders, reduce the amount or change the kind of consideration to be received in exchange for the Sharesby holders of Company Shares or be made that would require such approval under any applicable law, rule or regulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, ANFI and FNF or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalANFI Shareholder Approval, no such amendment or waiver shall reduce shall, without the amount further approval of such shareholders, be made that would require such approval under any applicable law, rule or change the kind of consideration to be received in exchange for the Sharesregulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing 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 Parent or, in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and Company, there shall be made no amendment that by Law requires further approval by the Company’s stockholders without their obtaining the further approval, no approval of such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (b) stockholders. 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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such by amendment or waiver is in writing and is signed, : (i) in the case of an amendmentamendment to this Agreement, by each party to this Agreement orthe Company, Parent and Merger Sub or (ii) in the case of a waiver, by each the party against whom the waiver is to be effective; provided however, provided that, that after the adoption approval of this the Agreement by the stockholders shareholders of the Company and any proposed amendment that by Law requires further approval by the shareholders of the Company shall not be effective without their such further shareholder approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof 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 other rights or remedies herein provided by lawor available at Law or in equity.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesshares of Company Stock. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Parent and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the further approval of such stockholders, alter or change the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, the Company and Fidelity or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalStockholder Approval, no such amendment or waiver shall reduce shall, without the amount further approval of such stockholders, be made that would require such approval under any applicable law, rule or change the kind of consideration to be received in exchange for the Sharesregulation. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided ; PROVIDED that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 the Secured Party and Grantors constituting the "Majority Company Shareholders" as defined in the Merger Agreement or, in the case of a waiver, by each the party against whom the waiver is to be effectiveeffective (or, provided that, after in the adoption case of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration that is to be received in exchange for effective against any Grantor, by Grantors constituting the Shares. (b) Majority Company Shareholders). No failure or delay by any party the Secured 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 provided herein provided and in the Merger Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing 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 or, in the case of a waiver, by each party against whom the waiver is to be effective. Notwithstanding this Section 8.03, provided that, after a party will be deemed to waive any claim or cause of action if that claim or cause of action is not timely asserted in a Proceeding under the adoption applicable statute of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shareslimitations. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders Stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption approval of this Agreement by the stockholders of the Company Shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the any Converted Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orthe Company, Parent and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption stockholder approval of this Agreement at the Company Stockholder Meeting (if applicable), no amendment shall be made which by law requires further approval by the stockholders of the Company and without their such further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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 privilegeprivilege hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 hereto, or, in the case of a waiver, by each the party against whom the waiver is to be effectiveeffective (which may be the Representative Shareholder alone, provided thatin the case of the waiver that is to be effective against one or more of the Shareholders or the Company, after the adoption of if this Agreement contemplates that such waiver may be given by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesRepresentative Shareholder). (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 shall will be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 Parent, the Company (or, after the Closing, the Surviving Corporation) and the Representative, or in the case of a waiver, by each party against whom Parent or the Company if the waiver is to be effectiveeffective against Parent and Acquisition or the Company, provided thatrespectively, after the adoption of this Agreement or by the stockholders of Representative if the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration is to be received in exchange for the Shareseffective against any Escrowed Stockholder. (b) No failure or delay by any party (or the Representative) 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.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signedsigned by all parties hereto, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective; and provided, provided thatfurther, that after the adoption of this Agreement by the stockholders shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the amount further approval of such shareholders, alter or change (i) the kind Merger Consideration or (ii) any of consideration to be received in exchange for the Sharesterms or conditions of this Agreement if such alteration or change would adversely affect the Public Shareholders. (b) No failure or delay by any party in exercising any right, power 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 parties rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing 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, Parent and any three of the four entities identified as the “Sponsor Seller Authorizing Entities” on the signature pages hereto or, in the case of a waiver, by each the party against whom the waiver is to be effectiveeffective (or, provided thatto the extent applicable to such waiver, after the adoption of this Agreement by the stockholders party or parties identified in Article VI as capable of the Company and without their further approval, no granting such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (b) waiver). No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof 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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the stockholders of the Company and either Amerin or CMAC, there shall be made no amendment that by law requixxx xxrther approval by such stockholders without their such further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company Shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Time, if, but and only if, such amendment or waiver is in writing and is signed, in signed by all of the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, parties hereto; provided that, that after the adoption receipt of this Agreement by the stockholders of the Company and without their further any such approval, no if any such amendment or waiver shall reduce by law require further approval of stockholders, the amount effectiveness of such amendment or change waiver shall be subject to the kind of consideration to be received in exchange for the Sharesnecessary stockholder approval. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such by amendment or waiver is in writing and is signed, : (i) in the case of an amendmentamendment to this Agreement, by each party to this Agreement orthe Company, Parent and Merger Sub or (ii) in the case of a waiver, by each the party against whom the waiver is to be effective; provided however, provided that, after the adoption of this Agreement that any proposed amendment that by Law requires further approval by the stockholders shareholders of the Company and shall not be effective without their such further shareholder approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof 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 other rights or remedies herein provided by lawor available at Law or in equity.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 Company and Parent or, in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement and the Plan of Merger by the stockholders shareholders of Company, there shall be made no amendment that by law requires further approval by shareholders without the Company and without their further approval, no approval of such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesshareholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Merger 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, Pyramid, Pyramid Merger Subsidiary and Merger Subsidiary or, in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, after that any waiver or amendment shall be effective against a party only if the adoption Board of this Agreement by the stockholders Directors of the Company and without their further approval, no such amendment party approves such waiver or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesamendment. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Merger 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, SES, and Merger Subsidiary or, in the case of a waiver, by each the party against whom the waiver is to be effective; provided that any waiver or amendment shall be effective against a party only if the board of directors of such party, provided thator a person authorized to act on behalf of such party, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no approves such amendment waiver or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesamendment. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, Quinton and Cardiac or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalQuinton Stockholder Approval or Cardiac Stockholder Approval, no such amendment or waiver shall reduce shall, without the amount or change the kind further approval of consideration to such stockholders, be received in exchange for the Sharesmade that would require such approval under any applicable Law. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company Stockholders and without their further approval, no such 66 amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesany shares of Company Common Stock. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 orParent, USA and a Majority Vote of the Individual Stockholders, or in the case of a waiver, by each party against whom (i) Parent if the waiver is to be effectiveeffective against Parent, provided that, after (ii) USA if the adoption of this Agreement by the stockholders waiver is to be effective against USA or (iii) a Majority Vote of the Company and without their further approval, no such amendment or Individual Stockholders if the waiver shall reduce the amount or change the kind of consideration is to be received in exchange for effective against the SharesIndividual Stockholders. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective 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 or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the stockholders of the Company and without their further approval, no such amendment or waiver shall reduce be made which under applicable law requires the amount or change further approval of the kind stockholders of consideration to be received in exchange for the SharesCompany without such further approval. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the 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 or, Xxxxxxx and Cardiac or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided thathowever, that after the adoption of this Agreement by the stockholders of the Company and without their further approvalXxxxxxx Stockholder Approval or Cardiac Stockholder Approval, no such amendment or waiver shall reduce shall, without the amount or change the kind further approval of consideration to such stockholders, be received in exchange for the Sharesmade that would require such approval under any applicable Law. (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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.