Common use of Extension; Waiver Clause in Contracts

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby action taken by its Board of Directors, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, parties hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subthe parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, allowed (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained hereinhere. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subthe parties hereto, on the one hand, by action taken or authorized by their respective Boards of Directors and the Company, on the otherIndependent Committee, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subthe parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, ; (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, of the Schedules; and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby action taken by its board of directors, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent ----------------- and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on (with respect to the one hand, Company) and the Company, on the other, Company (with respect to Parent and Sub) may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party heretosuch party, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subthe parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto by the other parties hereto and (iii) waive compliance with any of the agreements or conditions contained herein for the benefit of such party contained hereintheir benefit. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Parent, Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and ----------------- Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to time, the Effective Time, Parent and Merger Sub, on the one hand, Purchaser and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective TimeTime of the Merger, Parent and Merger Sub, on the one hand, and the Company, on the other, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiiii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At Subject to Section 1.3(d) hereof, at any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, Time any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective TimeTime of the Merger, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby such corporate action as shall be appropriate, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective TimeTime of the Merger, Parent and Merger Sub, on the one hand, and the Company, on the other, parties hereto may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, Subsidiary on the one hand, and the Company, WPZ on the otherother hand, may, to the extent legally allowed, may (i) extend the time for the performance of any of the obligations or other acts of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document document, certificate or writing delivered pursuant hereto, and hereto by the other party hereto or (iii) waive compliance with any of the agreements or conditions for contained herein by the benefit of such other party contained hereinhereto. Any agreement on the part of a any 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub----------------- the parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained hereinhere. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Acquirer, Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger SubMergeCo, on the one hand, and the Company, on the otherother hand, may, subject to the extent legally allowedapplicable Law, (i) extend the time for the performance of any of the obligations or other acts of the other party heretoother, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein of the other or in any document document, certificate or writing delivered pursuant hereto, and hereto by the other or (iii) waive compliance by the other with any of the agreements or conditions for the benefit of such party contained hereinconditions. Any agreement on the part of a any 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; Waiver. At any time prior to the Effective TimeClosing, Parent Healtheon and Merger Acquisition Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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 in behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subthe parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowedpermissible, (ia) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby such corporate or other action as shall be appropriate, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Acquiror, Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby such corporate action as shall be appropriate, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other act of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent Buyer and Merger Sub, on the one hand, and the Company, on the otherother hand, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. Any agreement on the part party 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; Waiver. At any time prior to the Effective Time, Parent and Merger Subany party hereto, on the one hand, and the Company, on the otherby action taken by its Board of Directors, may, to the extent legally allowed, : (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, ; (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, ; and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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.. ARTICLE 8

Extension; Waiver. At any time prior to the Effective Time, Parent and Parent, Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, ; (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, ; and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the CompanyCompany and the Principal Shareholders, on the otherother hand, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the CompanyCompany and the Principal Shareholders, on the otherother hand, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective TimeDate, Parent and Merger Subthe parties hereto, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, : (i) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, ; (ii) waive any inaccuracies in the any representations and warranties made to such party contained herein or in any document delivered pursuant hereto, ; and (iii) waive compliance waivecompliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent NHancement and Merger Sub, on the one hand, and the CompanyCompany and the Shareholders, on the other, may, to the extent legally allowed, may (i) extend the time for the performance of any of the obligations of the other party party(s) hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with of any of the agreements or conditions for the benefit of such party contained herein. 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 and writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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.. ARTICLE IX GENERAL PROVISIONS 9.1

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party heretoto this Agreement, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant heretoto this Agreement, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained hereinin 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.. 44

Extension; Waiver. At any time prior to the Effective Time, Parent ----------------- Splash and Merger Sub, on the one hand, and the Company, on the otherother hand, may, to the extent legally allowed, : (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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. ARTICLE IX GENERAL PROVISIONS 9.1

Extension; Waiver. At any time prior to the Effective TimeClosing Date, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent the parties hereto, in the case of Cyrk, Simon and Merger Sub, on the one hand, and the Company, on the otherby action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (iI) extend the time for the performance of any of the obligations or other acts of the other party parties hereto, (iiII) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiiIII) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Parent, ------------------ Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger SubBuyer, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the CompanyCompany and the Company Shareholders, on the otherother hand, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained set forth herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained set forth herein. 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; Waiver. At any time prior to the Effective Time, Parent and Parent, Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective TimeTime of the Merger, Parent each of the Company and Merger Sub, on the one hand, and the Company, on the other, mayParent, to the extent legally allowed, (ia) may extend the time for the performance of any of the obligations or other acts of the other party heretoother, (iib) may waive any inaccuracies in the representations and warranties made to such party it contained herein or in any document delivered pursuant hereto, and (iiic) may waive compliance with any of the agreements or conditions for the benefit of such party it contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and ----------------- Merger Sub, on the one hand, and the CompanyCompany and the Sole Shareholder, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger SubCubist, on the one hand, Acquisition Sub and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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 by such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Parent, ----------------- Merger Sub, on the one hand, Sub and the Company, on the other, Company may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent ----------------- and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the otherother hand, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any Except as set forth in Section 8.10 hereof, 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; Waiver. At any time prior to the Effective Time, Parent and Acquirer, Merger Sub, on the one hand, Subs and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent NHancement and Merger SubMergerSub, on the one hand, and the CompanyCompany and the Shareholders, on the other, may, to the extent legally allowed, may (i) extend the time for the performance of any of the obligations of the other party party(s) hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with of any of the agreements or conditions for the benefit of such party contained herein. 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 and writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the CompanyCompany and the Shareholders, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent Parent, Merger Sub and Merger SubLLC, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and hereto or (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if if, and to the extent, set forth forth, in an instrument in writing signed on behalf of such party.

Extension; Waiver. At any time prior to the Effective Time, Parent and Acquirer, Merger Sub, on the one hand, Subsidiary and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent ----------------- and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective TimeTime of Merger I, Parent and Merger SubSubs, on the one hand, and the Company, on the other, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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.. -48- ARTICLE IX GENERAL PROVISIONS 9.1

Extension; Waiver. At any time prior to the Effective Time, Parent eGroups and Merger Sub, on the one hand, and the CompanyONElist, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, ----------------- Parent and Merger Sub, on the one hand, and the CompanyCompany and the Principal Shareholders, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and Merger Subeither party, on the one hand, and the Company, on the otherby action taken by its Board of Directors or Trustees, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of the other party heretoparty, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, hereto and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent the Company and Merger Subthe Seller, on the one hand, and the CompanyParent or Merger Sub, on the other, may, to the extent legally allowed, may (i) extend the time for the performance of any of the obligations or other acts of the other party heretoparties, (ii) waive any inaccuracies in the representations and warranties made to such party of the other parties contained herein or in any document document, certificate or writing delivered pursuant hereto, and or (iii) waive compliance by the other parties with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a any 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 expressly referring to this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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.. 46

Extension; Waiver. At any time prior to the Effective Time, Parent and Merger Sub, on Buyer or the one hand, and the Company, on the other, Company may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements agreements, covenants or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent and the Merger SubSubs, on the one hand, and the Company, on the other, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations of the other party hereto, (iib) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iiic) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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; Waiver. At any time prior to the Effective Time, Parent Splash ----------------- and Merger Sub, on the one hand, and the Company, on the otherother hand, may, to the extent legally allowed, : (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. 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.