Amendments Waivers Assignment Sample Clauses
Amendments Waivers Assignment. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Upon the transfer of any Warrant or Warrant Shares by a Purchaser, the rights of such Purchaser hereunder with respect to the securities so transferred shall be assigned automatically to the transferee thereof, and such transferee shall thereupon be deemed to be a "Purchaser" for purposes of this Agreement, as long as: (i) the Company is, within a reasonable period of time following such transfer, furnished with written notice of the name and address of such transferee, (ii) the transferee agrees in writing with the Company to be bound by all of the provisions hereof, and (iii) such transfer is made in accordance with the applicable requirements of the Securities Purchase Agreement.
Amendments Waivers Assignment. (a) This Agreement may be amended and any of its terms and conditions may be waived only by a written agreement signed by both parties. No provisions regarding the obligations of the parties with respect to Confidential Information set forth in any subsequent or contemporaneous agreement between the parties will take precedence over this Agreement unless (i) such provisions are specific to a particular business objective, license or other arrangement between the parties and (ii) either (A) such provisions are more stringent than those contained herein or (B) the subsequent agreement specifically refers to this Agreement and waives or amends the applicable provisions hereof.
(b) To the extent that any provision of this Agreement is held to be invalid or unenforceable because it is overbroad, that provision shall not be void, but rather shall be limited only to the extent required by applicable law and enforced as so limited. The rights of the parties are cumulative and no exercise or enforcement by either party of any right or remedy hereunder shall preclude the exercise or enforcement of any other right or remedy consistent with the terms of this Agreement or available at law or in equity.
(c) The failure of either party at any time or times to require performance of any provision of this Agreement shall in no manner affect its rights at a later time to enforce the same. No waiver by either party of any condition or term shall be deemed to be a continuing waiver of such condition or term or any other condition or term.
(d) This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. Neither this Agreement nor the obligations of either party hereunder shall be assignable or transferable by such party without the prior written consent of the other party; provided that Discloser may transfer this Agreement to any affiliate without such written consent of, but with notice to, the other party. Any attempted assignment of this Agreement, other than in accordance with the foregoing, shall be null and void and shall have no effect. Even after assignment of this Agreement, the assignor shall remain bound by its terms.
Amendments Waivers Assignment. This Agreement may be amended or modified only by a written instrument executed by the parties hereto. No amendment to or waiver of this Agreement shall be valid unless in writing and signed by the party to be charged, and then only to the extent therein specified. This Agreement is not assignable by either party hereto without the prior written consent of the other party, except that (a) either party may assign this Agreement and its rights and obligations hereunder to any successor-in-interest to such party or such party’s business (including for the Parent, after the Closing, the Business) by way of merger, acquisition, consolidation or similar transaction,(b) Parent may assign this Agreement and its rights and obligations hereunder to any Affiliate of Parent (so long as Parent remains liable for all obligations of Parent arising hereunder), and (c) Seller may assign this Agreement and its rights and obligations hereunder to any Affiliate of Seller (so long as Seller remains liable for all obligations of Parent arising hereunder).
Amendments Waivers Assignment. (a) This Agreement may be amended and any of its terms and conditions may be waived only by a written agreement of both parties.
(b) The failure of either Party at any time or times to require performance of any provision of this Agreement shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed to be a continuing waiver of such condition or term or any other condition or term.
(c) This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. Neither this Agreement nor the obligations of either Party hereunder shall be assignable or transferable by such Party without the prior written consent of the other Party. Any attempted assignment of this Agreement without such consent shall be null and void and shall have no effect.
Amendments Waivers Assignment