Amendments; No Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, and in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Appears in 17 contracts
Samples: Executive Employment Agreement (ATC Technology CORP), Executive Employment Agreement (ATC Technology CORP), Executive Employment Agreement (ATC Technology CORP)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an any amendment, by all parties heretoPurchaser and the Company, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement the Company shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. the Supervisory Committee.
(b) No failure or delay by a any party in exercising any right, power or privilege hereunder hereunder, shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Appears in 5 contracts
Samples: Governance Agreement (Medquist Inc), Governance Agreement (Medquist Inc), Governance Agreement (Koninklijke Philips Electronics Nv)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoto this Agreement, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement the Company shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Noninvestor Directors.
(b) No failure or delay by a 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.
Appears in 3 contracts
Samples: Governance Agreement (New December Inc), Governance Agreement (Nestle Holdings Inc), Governance Agreement (Dreyers Grand Ice Cream Inc)
Amendments; No Waivers. Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe party whose rights or obligations hereunder are affected by such amendment, and or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No Any amendment or waiver following the Effective Time by Live Nation shall require the approval of a party majority of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breachthe Qualified Directors. No failure or delay by a 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.
Appears in 3 contracts
Samples: Stockholder Agreement, Stockholder Agreement (Live Nation, Inc.), Stockholder Agreement (Ticketmaster Entertainment, Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoJxxxxxx and each of the Sellers, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement Jxxxxxx shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Independent Directors.
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jameson Inns Inc), Shareholders Agreement (Jameson Inns Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoELM and Company, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Independent Directors.
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Governance Agreement (Bionova U S Inc), Governance Agreement (Dna Plant Technology Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoRakepoll and the Company, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that following the Closing Date no such amendment or waiver by a party of any breach of this Agreement the Company shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Independent Directors.
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Shareholder Agreement (Gensia Inc), Shareholder Agreement (Rakepoll Finance N V)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoXxxxxxx and each of the Sellers, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement Xxxxxxx shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Independent Directors.
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jameson Inns Inc), Shareholders Agreement (Jameson Inns Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver has been approved pursuant to Section 2.1 above and is in writing and signed, in the case of an amendment, by all parties heretoeach of DelStaff, Mx. Xxxxxx (if the amendment is to Articles II or IV) and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. .
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Governance Agreement (DelStaff, LLC), Governance Agreement (Stover Foundation)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoAlpharma and the Company, and or in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party on behalf of any breach of this Agreement the Company shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue effective without the approval of any prior or subsequent breach. a majority of the Non-Alpharma Directors.
(b) No failure or delay by a 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.
Appears in 2 contracts
Samples: Merger Agreement (Ascent Pediatrics Inc), Master Agreement (Alpharma Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Trust and the Company, and or in the case of a waiver, by the party against whom Trust, if the waiver is to be effectiveeffective against the Trust, or by the Company, if the waiver is to be effective against the Company. No Any amendment or waiver by a party of any breach of this Agreement the Company shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising authorized by virtue of any prior or subsequent breach. Independent Approval.
(b) No failure or delay by a party 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.
Appears in 2 contracts
Samples: Stockholders Agreement (News Corp), Stockholders Agreement (Fox Corp)
Amendments; No Waivers. Any provision of this Agreement may be amended or waived if prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company, Parent and Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective. No ; however, any waiver by or amendment shall be effective against a party only if the board of any breach directors of this Agreement shall be deemed to extend to any prior such party approves such waiver or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breachamendment. No failure or delay by a 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.
Appears in 1 contract
Samples: Merger Agreement (Black Hawk Gaming & Development Co Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver has been approved pursuant to Section 2.1 above and is in writing and signed, in the case of an amendment, by all parties heretoeach of DelStaff, Xx. Xxxxxx (if the amendment is to Articles II or IV) and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. .
(b) No failure or delay by a 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.
Appears in 1 contract
Samples: Governance Agreement (Westaff Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties each party hereto, and or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party Notwithstanding the foregoing to the contrary, the Company may update Schedule I hereto to reflect permissible issuances of any breach Capital Stock or Transfers of Capital Stock consistent with this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. Agreement.
(b) No failure or delay by a 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 otherwise.
Appears in 1 contract
Samples: Stockholders Agreement (Nascent Wine Company, Inc.)
Amendments; No Waivers. Any (a) Subject to Section 2.9, no provision of this Agreement may be amended or waived if unless such amendment or waiver is in writing and signedsigned by each of the Company, in the case of an amendmentWLG, by all parties heretoKersaf, Caledonia and CMS, and, in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement shall be deemed to extend to any effective against the Company without the prior or subsequent breach or affect in any way any rights arising by virtue approval of any prior or subsequent breach. a majority of the Company's Independent Directors.
(b) No failure or delay by a 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.
Appears in 1 contract
Samples: Registration Rights and Governance Agreement (Mangalltsa LTD)
Amendments; No Waivers. Any (a) No provision of this Agreement may be amended or waived if unless such amendment or waiver is in writing and signedsigned by each of the Company, in the case of an amendmentWLG, by all parties heretoKersaf, Caledonia and CMS, and, in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that no such amendment or waiver by a party of any breach of this Agreement shall be deemed to extend to any effective against the Company without the prior or subsequent breach or affect in any way any rights arising by virtue approval of any prior or subsequent breach. a majority of the Company's Independent Directors.
(b) No failure or delay by a 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoIvex and Spinco, and or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party of any breach of this In addition, unless the Merger Agreement shall have been terminated in accordance with its terms, any such amendment or waiver shall be deemed subject to extend to any prior or subsequent breach or affect in any way any rights arising by virtue the written consent of any prior or subsequent breach. Parent.
(b) No failure or delay by a 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be maybe amended or waived if prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendmentamendment by Seller and Buyer or, by all parties hereto, and in the case of a waiver, by the party against whom the waiver is to be effective. No ; provided that any waiver by or amendment shall be effective against a party only if the board of any breach directors of this Agreement shall be deemed to extend to any prior such party approves such waiver or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. amendment.
(b) No failure or delay by a 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement (including the PIC Disclosure Letter, the Parent Disclosure Letter and the Exhibits hereto) may be amended or waived if at any time prior to the Closing if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoPIC, the Shareholders' Representative, Parent and Buyer, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by a party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent breach. .
(b) No failure or delay by a 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (United National Group LTD)