Common use of Extension and Waiver Clause in Contracts

Extension and Waiver. At any time prior to the Effective Time, whether before or after approval of this Agreement by the stockholders of the Company at the Special Meeting, if applicable: (a) the Special Committee on behalf of the Company may (a) extend the time for the performance of any of the obligations or other acts of Parent, Purchaser and Merger Sub, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent, Purchaser and Merger Sub pursuant hereto, or (c) waive compliance by Parent, Purchaser and Merger Sub with any of the agreements or with any conditions to the Company's obligations. (b) Parent may (a) extend the time for the performance of any of the obligations or other acts of the Company, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, or (c) waive compliance by the Company with any of the agreements or with any conditions to Parent's, Purchaser's or Merger Sub's obligations. (c) Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party by a duly authorized officer.

Extension and Waiver. At any time prior to the Effective Time, whether before or after approval of this Agreement by the stockholders receipt of the Company Shareholder Approval at the Special Company Shareholders Meeting, if applicable: (a) the Special Committee Lead Director on behalf of the Company may may, but shall not be obligated to, (ai) extend the time for the performance of any of the obligations or other acts of Merger Sub and Parent, Purchaser and Merger Sub, (bii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent, Purchaser and Merger Sub or Parent pursuant hereto, hereto or (ciii) waive compliance by Parent, Purchaser and Merger Sub or Parent with any of the agreements or with any conditions to the Company's ’s obligations. (b) Parent may may, but shall not be obligated to, (ai) extend the time for the performance of any of the obligations or other acts of the Company, (bii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, hereto or (ciii) waive compliance by the Company with any of the agreements or with any conditions to Merger Sub or Parent's, Purchaser's or Merger Sub's ’s obligations. (c) Any agreement on the part of a party hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party Party by a duly authorized officer.

Extension and Waiver. At any time prior to the Effective TimeClosing, whether before or after approval of this Agreement by Parent and Merger Sub, on the stockholders of one hand, and the Company at Company, on the Special Meetingother hand, if applicable: (a) may, to the Special Committee on behalf of the Company may extent legally allowed, (a) extend the time for the performance of any of the obligations of the other party or other acts of Parent, Purchaser and Merger Subparties hereto, (b) waive any inaccuracies in the representations and warranties made to such party or parties contained herein or in any document, certificate or writing document delivered by Parent, Purchaser and Merger Sub pursuant hereto, or and (c) waive compliance by Parent, Purchaser and Merger Sub with any of the covenants, agreements or with conditions for the benefit of such party or parties contained herein. At any conditions time following the Closing, Parent, on the one hand, and the Stockholder Representative, on the other hand, may, to the Company's obligations. (b) Parent may extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the Companyother party or parties hereto, (b) waive any inaccuracies in the representations and warranties made to such party or parties contained herein or in any document, certificate or writing document delivered by the Company pursuant hereto, or and (c) waive compliance by the Company with any of the covenants, agreements or with any conditions to Parent's, Purchaser's for the benefit of such party or Merger Sub's obligations. (c) parties contained herein. Any agreement on the part of a party or parties hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties. For purposes of this Section 10.6, the Company Indemnitors are deemed to have agreed that any extension or waiver signed by a duly authorized officerthe Company (prior to Closing) or the Stockholder Representative (following Closing) shall be binding upon and effective against all Company Indemnitors whether or not they have signed such extension or waiver.

Extension and Waiver. (a) At any time prior to the Effective Time, whether before or after approval of this Agreement by the stockholders receipt of the Company at the Special MeetingStockholder Approval, if applicable: (ai) the Special Independent Committee on behalf of the Company may (ai) extend the time for the performance of any of the obligations or other acts of Parent, Purchaser and Parent and/or Merger Sub, (bii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent, Purchaser and Sun Global and/or Merger Sub pursuant hereto, or (ciii) waive compliance by Parent, Purchaser and Sun Global and/or Merger Sub with any of the agreements or with any conditions to the Company's ’s obligations. (bii) Parent and Sun Global may (a) extend the time for the performance of any of the obligations or other acts of the Company, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, or (c) waive compliance by the Company with any of the agreements or with any conditions to Parent's’s, Purchaser's Sun Global’s or Merger Sub's ’s obligations. (cb) Any consent or any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party by a duly authorized officerofficer (in the case of the Company, only after approval of the Independent Committee as to such action has been provided). The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Extension and Waiver. (a) At any time prior to the Effective Time, whether before or to the fullest extent permitted by applicable Law (provided, however, that the Company shall not have any such rights after approval of this Agreement by the stockholders Effective Time): (i) the Company, with the consent of the Company at Series A Holders, or the Special MeetingSeries A Holders acting alone, if applicable: (a) the Special Committee on behalf of the Company may (ax) extend the time for the performance of any of the obligations or other acts of Parent, Purchaser and Parent and/or Merger Sub, (by) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent, Purchaser and Parent and/or Merger Sub pursuant hereto, or (cz) waive compliance by Parent, Purchaser and Parent and/or Merger Sub with any of the agreements or with any conditions to the Company's ’s obligations. (bii) Parent may (ax) extend the time for the performance of any of the obligations or other acts of the CompanyCompany or the Series A Holders, (by) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company or the Series A Holders pursuant hereto, or (cz) waive compliance by the Company or the Series A Holders with any of the agreements or with any conditions to Parent's, Purchaser's ’s or Merger Sub's ’s obligations. (cb) Any agreement No consent to or waiver of any provision of or breach under this Agreement shall be valid or effective unless in writing and signed by the party giving such waiver, and no waiver of any provision or breach shall constitute a waiver with respect to any other provision or breach, whether or not of similar nature. Failure on the part of a any party hereto to insist in any such extension instance upon strict, complete and timely performance by another party hereto of any provision of or obligation under this Agreement shall not constitute a waiver shall be valid only if set forth in an instrument in writing signed on behalf of by such party by a duly authorized officerof any of its rights under this Agreement or otherwise.

Extension and Waiver. At any time prior to the Effective TimeClosing, whether before or after approval of this Agreement by Parent and Merger Sub, on the stockholders of one hand, and the Company at Company, on the Special Meetingother hand, if applicable: (a) may, to the Special Committee on behalf of the Company may extent legally allowed, (a) extend the time for the performance of any of the obligations of the other party or other acts of Parent, Purchaser and Merger Subparties hereto, (b) waive any inaccuracies in the representations and warranties made to such party or parties contained herein or in any document, certificate or writing document delivered by Parent, Purchaser and Merger Sub pursuant hereto, or and (c) waive compliance by Parent, Purchaser and Merger Sub with any of the covenants, agreements or with conditions for the benefit of such party or parties contained herein. At any conditions to time following the Company's obligations. (b) Parent Closing, the Stockholder Representative may (ai) extend the time for the performance of any of the obligations or other acts of Parent under the Company, terms of this Agreement and (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, or (cii) waive compliance by the Company with any of the covenants or agreements or with any conditions to Parent's, Purchaser's or Merger Sub's obligations. (c) of Parent contained herein. Any agreement on the part of a party or parties hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties. For purposes of this Section 10.6, the Company Indemnitors are deemed to have agreed that any extension or waiver signed by a duly authorized officerthe Company (prior to Closing) or the Stockholder Representative (following Closing) shall be binding upon and effective against all Company Indemnitors (including the Selling Stockholders, the Accredited Stockholders and the Permitted Transferees) whether or not they have signed such extension or waiver.