Common use of Effect of Certain Waivers of Closing Conditions Clause in Contracts

Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the "WAIVING PARTY") receives written notice from the other party acknowledging that such party has breached any representation, warranty or covenant contained in this Agreement, any instrument or certificate furnished hereunder or any Ancillary Agreement, and that the effect of such breach is a failure of any condition to the waiving party's obligations set forth in this Article VI, (a) if such breach arose after the date of this Agreement and the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns and affiliates shall not be entitled to be indemnified pursuant to Article VIII, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto, and (b) if such breach arose on or prior to the date of this Agreement, the waiving party may waive the unsatisfied closing condition for the purposes of consummating the Acquisition but without prejudice to any other right or remedy which they may have hereunder for such breach by the other party.

Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the "WAIVING PARTY"“receiving party”) receives written notice from the other a Notice of Material Breach (as hereinafter defined), then such receiving party acknowledging that such party has breached any representation, warranty or covenant contained may either (i) waive in this Agreement, any instrument or certificate furnished hereunder or any Ancillary Agreement, and that the effect of such breach is a failure of writing any condition in Article VII applicable to the waiving party's obligations set forth breach specified in this Article VI, (a) if such breach arose after the date Notice of this Agreement Material Breach and the waiving party proceeds elect in its discretion to proceed with the Closing, or (ii) exercise its rights under the waiving applicable provisions of Article VIII of this Agreement. In the event that the receiving party shall be deemed elects in its discretion to have waived such waive the applicable condition and proceed with the Closing as specified in clause (i) above, and if the breach and so specified in the waiving Notice of Material Breach was not, directly or indirectly, the result of any violation of any covenant in this Agreement by the breaching party, then the receiving party and its successors, assigns and affiliates Affiliates shall not be entitled following the Closing to be indemnified pursuant to Article VIIIXI, to xxx for damages or to assert any other right or remedy for any losses arising from the breach specifically identified in such Notice of Material Breach. As used herein, “Notice of Material Breach” shall mean a written notice from any matters relating to such condition or breach, notwithstanding anything party (the “breaching party”) to the contrary contained herein other party(ies) hereto that the breaching party has breached a representation or warranty in any certificate delivered pursuant heretothis Agreement as a result of matters, and (b) if such breach arose on facts, or prior to circumstances first arising after the date of this Agreement, which notice shall specify in detail the waiving party may waive nature, scope, extent, circumstances and facts underlying such material breach, and shall expressly acknowledge that such material breach has caused one or more of the unsatisfied closing condition for the purposes of consummating the Acquisition but without prejudice conditions set forth in Article VII not to any other right or remedy which they may have hereunder for such breach by the other partybe satisfied.

Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party the Buyers, on the one hand, or the Sellers, on the other hand (such party, the "WAIVING PARTY") receives written notice from the has actual knowledge of any breach by any other party acknowledging that such party has breached of any representation, warranty or covenant contained in this Agreement, any instrument or certificate furnished hereunder or any Ancillary Agreement, and that the effect of such breach is a failure of any condition to the waiving party's obligations set forth in this Article VI, (a) if such breach arose after the date of this Agreement VIII and the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns and affiliates Affiliates shall not be entitled to be indemnified pursuant to Article VIIIX, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein in this Agreement or in any certificate delivered pursuant hereto; PROVIDED, and (b) HOWEVER, that if prior to Closing the waiving party notifies the other party of such breach arose on or in writing (prior to the date delivery of this Agreementa Section 7.7 Notice, if applicable), the waiving party may waive shall not be deemed to have waived such breach if it proceeds with the unsatisfied closing condition for Closing unless the purposes other party agrees in writing prior to the Closing that such breach has occurred and the effect of consummating such breach is a failure of any of the Acquisition but without prejudice conditions to the waiving party's obligations set forth in this Article VIII. Except as provided above, a party shall not be deemed to have waived any other right or remedy which they may have hereunder for such breach by the other partyparty of any representation, warranty or covenant contained in this Agreement or of their rights with respect to indemnification for such breach.

Effect of Certain Waivers of Closing Conditions. If prior to the Closing any party (the "WAIVING PARTY"“breaching party”) receives written notice from delivers to the other party acknowledging that such (the “waiving party”) written notice of any breach by the breaching party has breached of any representation, representation or warranty or covenant contained in this Agreement, any instrument or certificate furnished hereunder Agreement or any Ancillary Agreement, and certificate delivered pursuant hereto that the effect breaching party certifies is reasonably expected to result in Losses in excess of such breach is a failure of any condition to the waiving party's obligations set forth in this Article VI$75 million, (a) if such breach arose after the date of this Agreement and the waiving party proceeds with the Closing, the waiving party shall be deemed to have waived such breach and the waiving party and its successors, assigns and affiliates Affiliates shall not be entitled to be indemnified pursuant to Article VIIIIX, to xxx for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breachbreach (but shall retain any claims with respect to the accuracy of the disclosure contained in the certificate itself), notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto. This Section 2.04 shall apply only if the waiving party has knowledge of the relevant breach as a result of disclosure thereof by the other party in a certificate thereof under Section 2.02(a) or 2.03(a). A breaching party shall be permitted to give notice pursuant to this Section only if, as of the date this Agreement, the breaching party made the applicable representation or warranty in good faith and (b) had no knowledge of such breach and only if such breach arose on or prior notice shall be accompanied by documentation available to the date breaching party that leads it to conclude Losses in excess of $75 million are reasonably expected to result from such breach. Any written notice delivered pursuant to this AgreementSection 2.04 shall specifically refer to the fact that it is being delivered pursuant to this Section 2.04 and any such notice shall be deemed a failure of the condition set forth in Section 2.02(a), if the breaching party is Seller, or a failure of the condition set forth in Section 2.03(a), if the breaching party is Purchaser. If, following delivery of a notice under this Section 2.04, the waiving party elects not to close, the waiving party may waive terminate this Agreement (any such termination to be deemed a termination under Section 8.01) and the unsatisfied closing condition for breaching party shall, within five days of such termination, pay the purposes waiving party or its designee, in immediately available funds by wire transfer in U.S. dollars, an amount equal to the documented out-of-pocket expenses of consummating such waiving party, including (if Purchaser is the Acquisition but without prejudice waiving party) Purchaser’s direct and indirect equity holders, incurred in connection with this Agreement and the transactions contemplated hereby and the related financing thereof (including (if Purchaser is the waiving party) all fees and expenses payable to any other right financing sources or remedy which they may have hereunder for such breach by hedging counterparties and the other partyRepresentatives of Purchaser and/or its financing sources).