Common use of Extension of Time; Waiver Clause in Contracts

Extension of Time; Waiver. At any time prior to the Effective Time, Contango and the Partnership may, by action taken or authorized by the Contango Board and the GP Conflicts Committee, respectively, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, that after the Partnership Unitholder Approval and/or the Contango Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval by the unitholders of the Partnership and/or the shareholders of Contango, as the case may be, without such further approval. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the Effective Time, Contango Parent and Merger Sub, on the one hand (who shall together be deemed one “party” for the purposes of this Section 7.5), and the Partnership mayCompany, by action taken or authorized by on the Contango Board and the GP Conflicts Committeeother hand, respectively, to the extent permitted by applicable Law, may (a) extend the time for the performance of any of the obligations or acts of the other partiesparty, (b) waive any inaccuracies in the representations and warranties of the other parties party set forth in this Agreement or any document delivered pursuant hereto hereto, or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties party contained herein; provided, however, that after the Partnership Unitholder Approval and/or the Contango Company Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the unitholders of the Partnership and/or the shareholders of Contango, as the case may be, Company without such further approvalapproval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the Effective Time, Contango and the Partnership parties may, by action taken or authorized by the Contango Board and the GP Conflicts Committee, respectivelytheir respective Boards of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, that after the Partnership Unitholder Company Stockholder Approval and/or has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the Contango stockholders of the Company without such further approval or adoption; provided, further, that after the Parent Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the unitholders of the Partnership and/or the shareholders of Contango, as the case may be, Parent without such further approvalapproval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the Effective Time, Contango and the Partnership may, Parties may (by action taken or authorized by the Contango Board and the GP Conflicts Committeetheir respective boards of directors, respectivelyif required), to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other partiesParty or Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other parties Party or Parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties Party or Parties contained herein; provided, however, that after the Partnership Unitholder Approval and/or the Contango Shareholder Company Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the unitholders stockholders of the Partnership and/or the shareholders of Contango, as the case may be, Company without such further approvalapproval or adoption. Any agreement on the part of a party Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such partyParty or Parties, as applicable. No failure or delay of any party Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The Except as otherwise provided herein, the rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the Effective Time, Contango and the Partnership parties may, by action taken or authorized by the Contango Board and the GP Conflicts Committee, respectivelytheir respective Boards of Directors, to the extent permitted by applicable LawLaw and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto hereto, or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, provided that after the Partnership Unitholder Ouster Stockholder Approval and/or or the Contango Shareholder Approval Velodyne Stockholder Approval, as applicable, has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the unitholders stockholders of the Partnership and/or the shareholders Ouster or stockholders of ContangoVelodyne, as the case may beapplicable, without such further approvalapproval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the First Merger Effective Time, Contango and either Parent or the Partnership Company may, by action taken or authorized by the Contango Parent Board and or the GP Conflicts Committee, respectivelyManaging Member as applicable, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other partiesParty, (b) waive any inaccuracies in the representations and warranties of the other parties Party set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties Party contained herein; provided, however, that after in each case inclusive of Merger Subs in the Partnership Unitholder Approval and/or the Contango Shareholder Approval has been obtained, no event of an extension or waiver may be made that pursuant with respect to applicable Law requires further approval by the unitholders of the Partnership and/or the shareholders of Contango, as the case may be, without such further approvalParent. Any agreement on the part of a party Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such partyParty. No failure or delay of any party Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.

Extension of Time; Waiver. At any time prior to the Effective Time, Contango and the Partnership Watson Wyatt or Towers Perrin may, by action taken or authorized by the Contango Board and the GP Conflicts Committee, respectivelytheir respective Boards of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties Parties contained herein; provided, however, that after the Partnership Unitholder Towers Perrin Shareholder Approval and/or or the Contango Shareholder Watson Wyatt Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the unitholders stockholders of the Partnership and/or the shareholders of ContangoTowers Perrin or Watson Wyatt, as the case may beapplicable, without such further approvalapproval or adoption. Any agreement on the part of a party Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such partyParty. No failure or delay of any party Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies that which they would otherwise have hereunder.