Common use of Extension of Time, Waiver, Etc Clause in Contracts

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company and the Company Purchaser may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub the Purchaser in exercising any right hereunder shall operate as a waiver thereof thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin the Agreement, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Purchaser or Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing); provided, however, that following delivery of the Stockholder Consent, there shall be no waiver or extension which by applicable Law would require further approval by the Company’s stockholders without such approval having first been obtained. Any agreement on the part of a party hereto to any such waiver or extension shall be valid only if set forth in an instrument in writing signed on behalf of such party. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, constitutes a waiver by the party taking such action of compliance with any provision of this Agreement. 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. The waiver by any party hereto of any provision of this Agreement is effective only in the instance and only for the purpose that it is given and does not operate and is not to be construed as a further or continuing waiver of such provision or as a waiver of any other provision.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyParty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party Party hereto or (c) subject to the requirements of applicable Law, waive compliance by the other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions provided, that (it being understood that Parent i) any such waiver or extension shall only be effective if made in writing and Merger Sub shall be deemed a single party for purposes (ii) neither SXE and its Subsidiaries nor the SXE GP Board may make or authorize any such waiver or extension without the prior approval of the foregoing)SXE Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Company, Parent any SXE Entity or Merger Sub any AMID Entity in exercising any right 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 hereunder. Any agreement on the part of a party 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 partyParty.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of any other party hereto; provided, however, that after adoption of this Agreement by the other partyholders of Company Common Stock (if applicable), no waiver shall be made which would pursuant to applicable Law require further approval by such holders without obtaining such further approval; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin the Agreement, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Merger Subsidiary or Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of any other party hereto; provided, however, that after adoption of this Agreement by the other partyholders of Company Common Stock (if applicable), no waiver shall be made which would pursuant to applicable Law require further approval by such holders without obtaining such further approval; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin the Agreement, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub or Parent in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin the Agreement, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub Purchaser in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company (on behalf of itself and the Company Founder) and the Investor may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party party, or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub the Investor in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party party, or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Xxxxxx and Merger Xxxxxx Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent Parent, or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing, Parent and the Company any Party may, subject to applicable Applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyParty, (b) extend the time for the performance of any of the obligations or acts of the any other party Party or (c) subject to the requirements of applicable Law, waive compliance by the other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions (it being understood that Parent and Merger Sub conditions. Any agreement on the part of a Party to any such extension or waiver shall be deemed valid only if set forth in an instrument in writing signed on behalf of such Party. Any such waiver shall constitute a single party for purposes waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the foregoing)Party granting such waiver in any other respect or at any other time. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub any Party in exercising any right hereunder shall operate as a waiver thereof thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company and the Company Investor may, subject to applicable LawLaw and pursuant to a written instrument delivered by such party, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party contained herein or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub any Investor Party in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company and the Company Investor may, subject to applicable LawLaw and pursuant to a written instrument delivered by such party, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party contained herein or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub an Investor Party in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyParty, (b) extend the time for the performance of any of the obligations or acts of the any other party Party or (c) subject to the requirements of applicable Law, waive compliance by the any other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions (it being understood that Parent and Merger Sub the Sponsor Entities shall be deemed a single party for purposes of the foregoing); provided, however, that (i) the Partnership may not make or authorize any such waiver or extension without the prior approval of the Conflicts Committee and (ii) following receipt of the Unitholder Approval, there shall be no waiver or extension which by applicable Law would require further approval by the Common Unitholders without such approval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub any Party in exercising any right 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 hereunder. 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 partyParty.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the AHL Effective Time, Parent AGM and the Company AHL may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub a party hereto in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Offer Acceptance Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and (with the Company approval of the Conflicts Committee) the Partnership may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the CompanyPartnership, the General Partner, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Offer Acceptance Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Parent, HoldCo and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent Parent, HoldCo or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time Xerox and Conduent (for purposes of this Section 9.02 only, prior to the Effective TimeClosing, Parent one “party”) and Xxxxxx (for purposes of this Section 9.02 only, prior to the Company Closing, the other “party”) may, subject to applicable LawLaw and only in writing, (a) waive any inaccuracies in the representations and warranties of the other partyanother party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other another party or (c) subject to the requirements of applicable Law, waive compliance by the other another party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the CompanyXerox, Parent Conduent or Merger Sub Xxxxxx in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, solely as to itself: (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the any other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin this Agreement, waive any of such party’s conditions (it being understood that Parent set forth in this Agreement, in each case, including agreements and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions set forth in any annex or exhibit attached hereto. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent on the one hand and Cyprus, as the Company case may be, on the other hand, may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party; (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto; or (c) subject to the requirements proviso of applicable LawSection 7.6, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s or conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)other party contained herein. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub any party in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, (i) no such waiver or extension shall be binding on any party other than the party granting such waiver or extension and (ii) no failure or delay by the Company, Parent Shareholders or Merger Sub the Purchaser in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoingimmediately preceding sentence, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Offer Acceptance Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Offer Acceptance Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Xxxxxx and Merger Xxxxxx Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single conditions; provided that, in each case, any such waiver or extension is made in writing by the party for purposes of the foregoing)against whom such waiver or extension is enforceable. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall Table of Contents 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and whether before or (subject to the provisions set forth in Section 8.2) after receipt of the Company Stockholder Approval, any party hereto may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent Purchaser and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Purchaser and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent Purchaser or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Lawlaw, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood conditions; provided that Parent and Merger Sub no such action shall be deemed a single party for purposes taken by the Company without the approval of the foregoing)Board of Directors of the Company or any committee thereof. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company and the Company Purchasers may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood conditions; provided, that Parent and Merger Sub no waiver by the Company shall be deemed effective without the prior approval of a single party for purposes majority of the foregoing)Independent Directors. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub the Purchasers in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent The Company and the Company Purchaser may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub the Purchaser in exercising any right hereunder shall operate as a waiver thereof thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. The waiver by any party to this Agreement of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Lawlaw, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood conditions; provided, that Parent and Merger Sub no such action shall be deemed a single party for purposes taken by the Company unless it is taken upon the recommendation of the foregoing)Special Committee. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions conditions, to the fullest extent permitted by applicable Law (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Xxxxxx and Merger Xxxxxx Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing, Parent and the Company any Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyParty, (b) extend the time for the performance of any of the obligations or acts of the any other party Party or (c) subject to the requirements of applicable Law, waive compliance by the any other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions (it being understood that Parent and Merger Sub conditions. Any agreement on the part of a Party to any such extension or waiver shall be deemed valid only if set forth in an instrument in writing signed on behalf of such Party. Any such waiver shall constitute a single party for purposes waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the foregoing)Party granting such waiver in any other respect or at any other time. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub any Party in exercising any right hereunder shall operate as a waiver thereof thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin the Agreement, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub or Parent in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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 partyparty and shall not be applicable or have any effect except in the specific instance in which it is given.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and whether before or (subject to the provisions set forth in Section 8.2) after receipt of the Company Stockholder Approval, any party hereto may, subject to applicable Law, : (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)'s conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, solely as to itself: (a) waive any inaccuracies in the representations and warranties of the any other party, party hereto; (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; or (c) subject to the requirements of extent permitted by applicable Law, waive compliance by the any other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin this Agreement, waive any of such party’s conditions (it being understood that Parent set forth in this Agreement, in each case, including agreements and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions set forth in any annex or exhibit attached hereto. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub Purchaser in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights or the exercise of any other right hereunder. 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.. Table of Contents

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent (on behalf of itself and the Company Company) and the Investor may, subject to applicable LawLaw and pursuant to a written instrument delivered by such party, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by Parent (on behalf of itself and the Company, Parent ) or Merger Sub an Investor Party in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other partyparty hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood conditions; provided, that Parent and Merger Sub no such action shall be deemed a single party for purposes taken by the Company unless it is taken upon the recommendation of the foregoing)Board of Directors. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub Sub, on the one hand, and the Company, on the other hand, each shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub Sub, shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Offer Acceptance Time, Parent and Parent, the Company and Merger Sub may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to The Company and each of the Effective Time, Parent and the Company Investor Parties may, subject to applicable LawLaw and pursuant to a written instrument delivered by such party, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party contained herein or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing)conditions. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub any Investor Party in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party party, or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent Parent, or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Parent, Holdco and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent Parent, Holdco or Merger Sub in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other partyparty contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Pxxxxx and Merger Sub MergerCo shall be deemed a single party for purposes of the foregoingsuch purposes). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub MergerCo in exercising any right 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 hereunder. 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and Parent, the Company and Merger Sub may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, party contained herein or in any document delivered pursuant hereto; (b) extend the time for the performance of any of the obligations or acts of the other party party; or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing). Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right 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 hereunder. 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.