Entire Agreement; Amendments; No Waivers. This Agreement, together with the Schedules, sets forth the entire understanding of the parties with respect to its subject matter and merges and supersedes all prior and contemporaneous understandings of the parties with respect to its subject matter. No provision of this Agreement may be waived or modified, in whole or in part, except by a writing signed by each of the parties. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such or any other provision. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.
Entire Agreement; Amendments; No Waivers. (a) This Merger Agreement, with exhibits and schedules, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.
(b) Any provision of this Merger Agreement may, subject to applicable law, be amended or waived prior to the Effective Date if, and only if, such amendment or waiver is in writing and signed by the Constituent Corporations.
(c) 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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Entire Agreement; Amendments; No Waivers. 3.3.1 This Agreement and the other instruments and agreements referred to herein embody the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior or contemporaneous agreements with respect thereto. This Agreement may be amended but only in a writing signed by the Stockholders who hold a majority of Stockholder Securities and the Company. Any provision hereof may be waived but only in a writing signed by the party against which such waiver is sought to be enforced.
3.3.2 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.
Entire Agreement; Amendments; No Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.
Entire Agreement; Amendments; No Waivers. This Separation Agreement sets forth the entire understanding of the parties with respect to its subject matter and merges and supersedes all prior and contemporaneous understandings of the parties with respect to its subject matter. No provision of this Separation Agreement may be waived or modified, in whole or in part, except by a writing signed by each of the parties. Failure of any party to enforce any provision of this Separation Agreement shall not be construed as a waiver of its rights under such or any other provision. No waiver of any provision of this Separation Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.
Entire Agreement; Amendments; No Waivers. (a) This Agreement and the Confidentiality Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and superede all prior agreements and understandings of the parties with respect thereto.
(b) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, by the party to be charged therewith; provided that if and after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any of the principal terms of the Merger.
(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 law.
Entire Agreement; Amendments; No Waivers. (a) This Amended and Restated Stockholders Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes (i) the Original Agreement, (ii) the Registration Rights Agreement dated as of January 24, 1996 among BSH, the WCAS Investors party thereto and JCP Telecom Systems, Inc. and (iii) all other prior written agreements and negotiations and oral understandings, if any, with respect to such subject matter. This Agreement may be amended but only in a writing signed by the Issuer, the WCAS Investors and Limited Commerce. Any provision hereof may be waived but only in a writing signed by the party against which such waiver is sought to be enforced.
(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.
Entire Agreement; Amendments; No Waivers. 8 Notices................................................................................................8
Entire Agreement; Amendments; No Waivers. These Terms, together with the Order to which they relate, set forth the entire understanding of the parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous understandings of the parties with respect to the subject matter hereof. No provision of these Terms or such Order may be waived or modified, in whole or in part, except by a writing signed by each of the parties. Failure of any party to enforce any provision of these Terms or such Order will not be construed as a waiver of its rights under such or any other provision. No waiver of any provision of these Terms or such Order in any instance will be deemed to be a waiver of the same or any other provision in any other instance.
Entire Agreement; Amendments; No Waivers. This Agreement sets forth our entire understanding with respect to its subject matter and merges and supersedes all prior understandings with respect to its subject matter. No provision of this Agreement may be waived or modified, in whole or in part, except by writing signed by all of the parties. Failure of either of the parties to enforce any provision of this Agreement will not be construed as a waiver of rights under such or any other provision. No waiver of any provision of this Agreement in any instance will be deemed to be a waiver of the same or any other provision in any other instance.
