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, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror Acquiror, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such . No amendment or waiver shall, without the further approval of shall be binding on the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or unless approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying GroupCommittee. (b) At any time prior to the Effective Time, any party hereto Parent and the Company may with respect to any the other party hereto (a) extend the time for the performance of any of the obligations or other acts of such other party and (b) waive any inaccuracies in the representations and warranties of such other party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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 Neither this Sale and Contribution Agreement nor any term or provision of this Agreement hereof may be amended amended, supplemented, restated, waived, changed or waived prior to otherwise modified except with the Effective Time, if, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval written consent of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant parties hereto; provided, howeverthat unless (i) the amendment or other modification is solely for purposes of correcting a technical error, that any extension inconsistency or waiver agreed ambiguity, adding to the covenants or agreements to be observed by the Company shall be effective only if authorized or approved in writing by Transferee for the Special Committee or a majority benefit of the members Noteholders, complying with the requirements of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same SEC or any other occasionregulatory body or any Applicable Law or (ii) the amendment or other modification does not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Transferee, the Transferee shall provide at least ten (10) Business Days’ prior written notice of the amendment or other modification to the Noteholders and the amendment or the modification shall not be effective if the Controlling Party notifies the Transferee within such ten (10) Business Day period that it would be materially adversely affected by the amendment or other modification and does not consent to the amendment or other modification. The Noteholders shall be third party beneficiaries of this Sale and Contribution Agreement for purposes of this provision. No failure or delay by any party hereto 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. No notice to or demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval hereunder shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The rights and remedies herein of the Noteholders provided in this Section 9.11 shall be cumulative and not exclusive of any rights or remedies of the Noteholders provided by Applicable Law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, signed by the Company, Holding Parent and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effectivePurchaser; provided, however, that after the Company Stockholder Approvalapproval and adoption of this Agreement by the stockholders of the Company, to the extent required by Delaware Law, no such amendment shall be made which would reduce the amount or waiver shall, without change the further approval type of consideration into which each Share shall be converted upon consummation of the Company StockholdersMerger, be made would amend the certificate of incorporation of the Surviving Corporation, would impose conditions to the Merger other than those set forth in Sections 9.01 and 9.02 hereof or would otherwise amend or change the terms and conditions of the Merger in a manner adverse to the holders of the Shares; provided, further, that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Company's Board of Directors not affiliated with the Buying GroupDirectors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (ai) extend the time for the performance of any of the obligations obligation or other acts act of such any other party and hereto, (bii) waive any inaccuracies inaccuracy in the representations and warranties of such party any representation or warranty contained herein or in any document delivered pursuant hereto; provided, however, that hereto or (iii) waive compliance with any extension agreement or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupcondition contained herein. No Any such extension or waiver shall be deemed or construed as a continuing valid if set forth in an instrument in writing signed by the party to be bound thereby and, in the case of any extension or waiver on any occasion other than by which the one on which such extension or waiver was granted or as an extension or waiver with respect Company is to any provision be bound, only if approved by a majority of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. Company's Board of Directors. (c) 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party's Board of Directors, alter or change (x) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (y) any term of the Certificate of Incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision of this Section 9.03 to the contrary, no provision of this Agreement may be waived by the Company Stockholders, be made that would require or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to is approved by the Company shall be effective only if authorized or approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying GroupIndependent Directors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Buyer, Merger Subsidiary and Acquiror the Principal Stockholder(s) who hold at least a majority of the Shares set forth on the Principal Stockholders Schedule attached hereto (the “Required Holder(s)”) or in the case of a waiver, by the party against whom the Buyer if such waiver is to be effectiveeffective against Buyer and/or Merger Subsidiary, by the Company if such waiver is to be effective against the Company, or by the Required Holder(s) if such waiver is to be effective against the Principal Stockholders; provided that, if any such amendment or waiver by its terms treats disproportionately any Principal Stockholder in an adverse manner relative to any other Principal Stockholder, then such amendment or waiver shall require the prior written approval of such Principal Stockholder so disproportionately and adversely treated; provided, howeverfurther, that that, after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of the Company Stockholdersstockholders, alter or change (i) the amount or kind of consideration to be made that would require such approval under received in exchange for any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority shares of capital stock of the members Company, (ii) any term of the Board Certificate of Directors not affiliated with Incorporation of the Buying GroupSurviving Corporation or (iii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding a member of the Special Committee on behalf of the Special Committee, Parent and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; providedeffective (if such party is the Company, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing signed also by a member of the Special Committee or a majority on behalf of the members of the Board of Directors not affiliated with the Buying GroupSpecial Committee). (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (ai) extend the time for the performance of any of the obligations or other acts of such party and (bii) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party's Board of Directors alter or change (x) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (y) any term of the certificate of incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision of this Section 9.03 to the contrary, no provision of this Agreement may be waived by the Company Stockholders, be made that would require or amended following the purchase by Parent or Merger Subsidiary of shares of Company Common Stock pursuant to the Offer unless such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to is approved by the Company shall be effective only if authorized or approved in writing by the Special Committee or affirmative vote of a majority of the members directors of the Board of Directors not affiliated with the Buying GroupCompany other than directors designated by Merger Subsidiary as contemplated by Section 6.08. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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. (ai) Any This Agreement or any term or provision hereof may not be amended, changed or modified except with the written consent of the parties hereto and subject to any consent required under the Loan Agreement; provided, that Investor may amend this agreement without the consent of the Borrower in order to add mechanics related to syndication of the Loan to one or more additional Lenders so long as such amendments do not in any way alter Borrower’s rights or obligations hereunder. Investor may take any action that is permitted under the Loan Agreement may or hereunder. No waiver of any right hereunder shall be amended or waived prior to the Effective Time, if, and only if, the amendment or effective unless such waiver is signed in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror or in the case of a waiver, by the party against whom the such waiver is sought to be effective; provided, however, that after enforced. To the Company Stockholder Approval, no such amendment or waiver shall, without the further approval extent Borrower transfers any of the Company StockholdersCollateral to any of its Subsidiaries, be made that would require then such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed Subsidiaries shall execute a joinder to by the Company shall be effective only if authorized or approved in writing by the Special Committee this Agreement or a majority new agreement substantially similar to this Agreement and any other applicable Loan Documents, in each case in form and substance reasonably satisfactory to the Investor, to confirm the continued security interest of the members of the Board of Directors not affiliated with the Buying GroupInvestor in such Collateral. (bii) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party’s Board of Directors, alter or change (x) the Company Stockholders, amount or kind of consideration to be made that would require such approval under received in exchange for any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority shares of capital stock of the members of the Board of Directors not affiliated with the Buying Group. Company, (by) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto term of the Certificate of Incorporation of the Surviving Corporation or (az) extend the time for the performance of any of the obligations terms or other acts conditions of this Agreement if such party and (b) waive alteration or change would adversely affect the holders of any inaccuracies in shares of capital stock of the representations and warranties Company. Notwithstanding any provision of such party contained herein or in any document delivered pursuant hereto; providedthis Section 9.03 to the contrary, however, that any extension or waiver agreed to no provision of this Agreement may be waived by the Company shall be effective only if authorized or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such amendment or waiver is approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. Independent Directors. (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 only if such amendment is in writing and signed by Buyer and Seller. Any provision of this Agreement may be waived prior to the Effective Time, if, and only if, the amendment or if such waiver is in writing and signed, in the case of an amendment, signed by the Company, Holding and Acquiror or in the case of a waiver, by the party Party against whom the waiver is to be effective; provided. No waiver by a Party of any default, howevermisrepresentation or Breach of warranty or covenant hereunder, that after the Company Stockholder Approvalwhether intentional or not, no such amendment will be deemed to extend to any prior or waiver shallsubsequent default, without the further approval misrepresentation or Breach of the Company Stockholders, be made that would require such approval under warranty or covenant hereunder or affect in any applicable Law. Notwithstanding the foregoing, way any amendment rights arising by virtue of any prior or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupsubsequent occurrence. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any The rights and remedies of the obligations or other acts of such party Parties are cumulative and (b) waive not alternative. Neither any inaccuracies in the representations and warranties of such party contained herein or in failure nor any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. No failure or delay by any party Party in exercising any right, power or privilege hereunder shall under this Agreement or any of the documents referred to in this Agreement will operate as a waiver thereof nor shall any of such right, power or privilege, and no single or partial exercise thereof of any such right, power or privilege will preclude any other or further exercise thereof of such right, power or privilege or the exercise of any other right, power or privilege. The rights To the maximum extent permitted by Applicable Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and remedies herein provided shall (c) no notice to or demand on one Party will be cumulative and not exclusive deemed to be a waiver of any rights obligation of that Party or remedies of the right of the Party giving such notice or demand to take further action without notice or demand as provided by Lawin this Agreement or the documents referred to in this Agreement.

Amendments; No Waivers. (a) Any Neither this Sale and Contribution Agreement nor any term or provision of this Agreement hereof may be amended amended, supplemented, restated, waived, changed or waived prior to modified except with the Effective Time, if, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval written consent of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant parties hereto; provided, howeverthat unless (i) the amendment or other modification is solely for purposes of correcting a technical error, inconsistency or ambiguity, conforming this Sale and Contribution Agreement to the Memorandum, adding to the covenants or agreements to be observed by the Transferee for the benefit of the Noteholders, complying with the requirements of the SEC or any other regulatory body or any Applicable Law or (ii) the amendment or other modification does not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Transferee, the Transferee shall provide at least ten (10) Business Days’ prior written notice of the amendment or other modification to the Noteholders and the amendment or the modification shall not be effective if the Controlling Party notifies the Transferee within such ten (10) Business Day period that it would be materially adversely affected by the amendment or other modification and does not consent to the amendment or other modification; provided, further, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority consent of the members Controlling Party shall not be required if such amendment or other modification only addresses the disposition of funds in the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion Concentration Account other than the one Retained Royalty Payments as certified in an Officer’s Certificate delivered by the Issuer to the Controlling Party on which or prior to the execution and delivery of such extension amendment or waiver was granted or as an extension or waiver with respect to any provision other modification. The Noteholders shall be third party beneficiaries of this Sale and Contribution Agreement not expressly identified in such extension or waiver on the same or any other occasionfor purposes of this provision. No failure or delay by any either party hereto 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. No notice to or demand on either party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval hereunder shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, if, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Buyer Parent, Buyer and Acquiror Merger Sub or in the case of a waiver, by the party against whom the waiver is to be effective; provided, howeverexcept as provided in Section 8.7(c). Any provision of this Agreement may be amended or waived following the Effective Time, that after if, and only if, the Company Stockholder Approval, no such amendment or waiver shallis in writing and signed, without in the further approval case of an amendment, by the Seller Representative, the Company, Buyer Parent and Buyer or, in the case of a waiver, by the party against whom the waiver is to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Company Stockholders, be made that would require party granting such approval under waiver in any applicable Law. Notwithstanding the foregoing, other respect or at any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupother time. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (ai) extend the time for the performance of any of the obligations or other acts of such party and (bii) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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 or in equity.

Amendments; No Waivers. (a) Any provision This Agreement cannot be amended, except by a writing signed by each of this Agreement may be amended or waived prior to the Effective Time, if, Parent Parties and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror cannot be terminated orally or in the case by course of conduct. No provision hereof can be waived, except by a waiver, writing signed by the party Party against whom the such waiver is to be effective; providedenforced, however, that after and any such waiver shall apply only in the Company Stockholder Approval, no particular instance in which such amendment or waiver shall, without the further approval of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Grouphave been given. (b) At Neither any time prior failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Effective TimeParty giving such notice or making such demand, including any party hereto may right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other party hereto breach. (ac) extend the time for the performance Except as otherwise expressly provided herein, no statement herein of any of the obligations right or remedy shall impair any other right or remedy stated herein or that otherwise may be available. (d) Notwithstanding anything else contained herein, neither shall any Party seek, nor shall any Party be liable for, punitive or exemplary damages, under any tort, contract, equity, or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; providedlegal theory, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision breach (or alleged breach) of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. No failure provision hereof or delay by any party matter otherwise relating hereto or arising 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 Lawconnection herewith.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party's Board of Directors, alter or change (x) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (y) any term of the Certificate of Incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision of this Section 9.03 to the contrary, no provision of this Agreement may be waived by the Company Stockholders, be made that would require or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to is approved by the Company shall be effective only if authorized or approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying GroupIndependent Directors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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; provided that subject to Section 7.02, if a Termination Fee is paid pursuant to Section 9.04, the payment thereof shall constitute the sole and exclusive remedy hereunder.

Amendments; No Waivers. (ai) Any This Agreement or any term or provision hereof may not be amended, changed or modified except with the written consent of the parties hereto and subject to any consent required under the Loan Agreement; provided, that Lender may amend this agreement without the consent of the Borrower in order to add mechanics related to syndication of the Loan to one or more additional Lenders so long as such amendments do not in any way alter Borrower’s rights or obligations hereunder. Lender may take any action that is permitted under the Loan Agreement may or hereunder. No waiver of any right hereunder shall be amended or waived prior to the Effective Time, if, and only if, the amendment or effective unless such waiver is signed in writing and signed, in the case of an amendment, by the Company, Holding and Acquiror or in the case of a waiver, by the party against whom the such waiver is sought to be effective; provided, however, that after enforced. To the Company Stockholder Approval, no such amendment or waiver shall, without the further approval extent Borrower transfers any of the Company StockholdersCollateral to any of its Subsidiaries, be made that would require then such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed Subsidiaries shall execute a joinder to by the Company shall be effective only if authorized or approved in writing by the Special Committee this Agreement or a majority new agreement substantially similar to this Agreement and any other applicable Loan Documents, in each case in form and substance reasonably satisfactory to the Lender, to confirm the continued security interest of the members of the Board of Directors not affiliated with the Buying GroupLender in such Collateral. (bii) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, signed by the Company, Holding Parent and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effectivePurchaser; provided, however, that after the Company Stockholder Approvalapproval and adoption of this Agreement by the stockholders of the Company, no such amendment shall be made which would reduce the amount or waiver shall, without change the further approval type of consideration in which each Share shall be converted upon consummation of the Company StockholdersMerger, be made would impose conditions to the Merger other than those set forth in Sections 9.01 and 9.02 hereof or would otherwise amend or change 21 26 the terms and conditions of the Merger in a manner materially adverse to the holders of the Shares (other than the Purchaser, Parent and Parent's other subsidiaries); provided, further, that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying GroupIndependent Directors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (ai) extend the time for the performance of any of the obligations obligation or other acts act of such any other party and hereto, (bii) waive any inaccuracies inaccuracy in the representations and warranties of such party any representation or warranty contained herein or in any document delivered pursuant hereto; provided, however, that hereto or (iii) waive compliance with any extension agreement or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupcondition contained herein. No Any such extension or waiver shall be deemed or construed as a continuing valid if set forth in an instrument in writing signed by the party to be bound thereby and, in the case of any extension or waiver on any occasion other than by which the one on which such extension or waiver was granted or as an extension or waiver with respect Company is to any provision be bound, only if approved by a majority of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. Independent Directors. (c) 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 TimeClosing Date, if, and only if, the amendment or waiver is in writing and signed, in the case of an amendment, by the CompanySeller and Purchaser, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. (b) At any time prior to the Effective TimeClosing Date, any party hereto may with respect to any other party hereto (ai) extend the time for the performance of any of the obligations or other acts of such other party and contained herein, (bii) waive any inaccuracies in the representations and warranties of such other party contained herein or in any document delivered pursuant hereto; provided, however, that hereto or (iii) waive compliance with any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members covenants, agreements or conditions of the Board of Directors not affiliated with the Buying Groupsuch other party contained herein. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyBuyer or Seller Parent, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided. No waiver by a party of any default, howevermisrepresentation or Breach of warranty or covenant hereunder, that after the Company Stockholder Approvalwhether intentional or not, no such amendment will be deemed to extend to any prior or waiver shallsubsequent default, without the further approval misrepresentation or Breach of the Company Stockholders, be made that would require such approval under warranty or covenant hereunder or affect in any applicable Law. Notwithstanding the foregoing, way any amendment rights arising by virtue of any prior or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupsubsequent occurrence. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any The rights and remedies of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed parties to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement are cumulative and not expressly identified in such extension or waiver on the same or alternative. Neither any other occasion. No failure or nor any delay by any party in exercising any right, power or privilege hereunder shall under this Agreement or any of the documents referred to in this Agreement will operate as a waiver thereof nor shall any of such right, power or privilege, and no single or partial exercise thereof of any such right, power or privilege will preclude any other or further exercise thereof of such right, power or privilege or the exercise of any other right, power or privilege. The rights To the maximum extent permitted by Applicable Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and remedies herein provided shall (c) no notice to or demand on one party will be cumulative and not exclusive deemed to be a waiver of any rights obligation of that party or remedies of the right of the party giving such notice or demand to take further action without notice or demand as provided by Lawin this Agreement or the documents referred to in this Agreement.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived at any time prior to the Effective Time, ifwhether before or after Company stockholder approval hereof, and only if, the by amendment or waiver is in writing and signed, (i) in the case of an amendmentamendment to this Agreement, by the Company, Holding Parent and Acquiror Merger Sub, or (ii) in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approvalapproval of this Agreement by the stockholders of the Company, no such any proposed amendment or waiver shall, without that requires the further approval of stockholders of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company Law shall not be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Groupwithout such further stockholder approval. (b) At any time prior to the Effective Time, any party hereto the Company, on the one hand, and Parent and Merger Sub, on the other hand, may but will have no obligation to, with respect to any the other party hereto parties hereto, (ai) extend the time for the performance of any of the obligations or other acts of such party and party, (bii) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; providedhereto and (iii) subject to the requirements of applicable law, however, that waive compliance with any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension agreements or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. conditions contained herein. (c) 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 Except as expressly set forth in Section 8.2, 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, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvalapproval of the Plan of Merger by the shareholders of the Company, no such amendment or waiver shall, without the further approval of such shareholders and each party’s Board of Directors, alter or change (x) the amount or kind of consideration to be received by such shareholders in the Merger, (y) any term of the Articles of Incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement, if such alteration or change would adversely affect the holders of any shares of capital stock of the Company Stockholders, be made that would require such approval under any applicable Lawthen outstanding. Notwithstanding any provision of this Section 9.03(a) to the foregoingcontrary, any no provision of this Agreement may be waived by the Company or amended following the purchase by Parent or Merger Sub of Shares pursuant to the Offer unless such amendment or waiver agreed to is approved by the Company shall be effective only if authorized or approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying GroupIndependent Directors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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 Except as set forth in Section 13.11, any provision of this Agreement may be amended or waived prior to the Effective Time, if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Companyeach party to this Agreement, Holding and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Stockholder Approval, no such amendment or waiver shall, without the further approval of the Company Stockholders, be made that would require such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. No failure or delay by any party in exercising any right, power or privilege hereunder under this Agreement shall operate as a waiver thereof of such right, power or privilege nor shall any single or partial exercise thereof of any right, power or privilege preclude any other or further exercise thereof of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive No waiver by any party of any condition to its obligations to consummate the Contemplated Transactions shall operate as a waiver of such party's rights to indemnification under Article 11 with respect to the same or remedies provided any other matter, and no investigation by Law.the Buyer Entities or their Representatives pursuant to Section 5.02 or otherwise shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Sellers in this Agreement, the right of the Buyer Entities not to consummate the transactions contemplated hereby pursuant to Section 10.02 or the rights of any party to indemnification under Article 11; provided, however, that if the Sellers' Representatives give written notice to the Buyer Entities at the Closing of a breach of a representation or warranty (including the specific nature of the breach and the basis therefor), other than a willful breach, and such breach would cause the closing condition in Section 10.02(a) not to be capable of being satisfied, then if the Buyer Entities elect to waive the condition to Closing

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party’s Board of Directors, alter or change (x) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (y) any term of the Certificate of Incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision of this Section 9.03 to the contrary, no provision of this Agreement may be waived by the Company Stockholders, be made that would require or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such approval under any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to is approved by the Company shall be effective only if authorized or approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying GroupIndependent Directors. (b) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts of such party and (b) waive any inaccuracies in the representations and warranties of such party contained herein or in any document delivered pursuant hereto; provided, however, that any extension or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. 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; provided that subject to Section 7.02, if a Termination Fee is paid pursuant to Section 9.04, the payment thereof shall constitute the sole and exclusive remedy hereunder.

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, Time if, and only if, the such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Holding Parent and Acquiror or Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the Company Stockholder Approvaladoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party's Board of Directors, alter or change (x) the Company Stockholders, amount or kind of consideration to be made that would require such approval under received in exchange for any applicable Law. Notwithstanding the foregoing, any amendment or waiver agreed to by the Company shall be effective only if authorized or approved in writing by the Special Committee or a majority shares of capital stock of the members of the Board of Directors not affiliated with the Buying Group. Company, (by) At any time prior to the Effective Time, any party hereto may with respect to any other party hereto term of the Certificate of Incorporation of the Surviving Corporation or (az) extend the time for the performance of any of the obligations terms or other acts conditions of this Agreement if such party and (b) waive alteration or change would adversely affect the holders of any inaccuracies in shares of capital stock of the representations and warranties Company. Notwithstanding any provision of such party contained herein or in any document delivered pursuant hereto; providedthis Section 9.03 to the contrary, however, that any extension or waiver agreed to no provision of this Agreement may be waived by the Company shall be effective only if authorized or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such amendment or waiver is approved in writing by the Special Committee or affirmative vote of a majority of the members of the Board of Directors not affiliated with the Buying Group. No such extension or waiver shall be deemed or construed as a continuing extension or waiver on any occasion other than the one on which such extension or waiver was granted or as an extension or waiver with respect to any provision of this Agreement not expressly identified in such extension or waiver on the same or any other occasion. Independent Directors. (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.