Common use of Remedies Cumulative; Waiver Clause in Contracts

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and Purchaser), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and PurchaserMerger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement Parties are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and PurchaserMerger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this AgreementParty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable lawLaw, (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and PurchaserMerger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and PurchaserMerger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party to this EXECUTION COPY Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Applicable Law: (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Guaranty (with respect to the Company) and the Company (with respect to Parent and PurchaserGuaranty), may, to the extent legally allowed, : (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreement, party; (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement; and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Law (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; , and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent HCC (with respect to the CompanyFocus) and the Company Focus (with respect to Parent and PurchaserHCC), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreementparty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement Parties are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective TimeClosing, Parent (with respect to the CompanyCompany and Company Holdco) and the Company (with respect to Parent, Corporate Merger Sub, Parent Holdco and PurchaserLLC Merger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this AgreementParty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement Party to any such extension or waiver waiver, or any consent given under this Agreement, shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement Parties are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement; provided, that, no waiver or extension in respect of the definition of “Debt Financing Source”, Section 8.1, this Section 8.2, Section 8.6(b), Section 8.7(b), Section 8.8, Section 8.11 and Section 8.16 or any defined term that is used within any such Section shall be granted if such waiver or extension is materially adverse to the Debt Financing Sources without the consent of the Debt Financing Sources materially and adversely affected thereby. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent Parent, Holdco LLC and Purchaser), Merger Sub) may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this AgreementParty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Optos (with respect to the CompanyBeacon and Merger Sub) and the Company Beacon (with respect to Parent and PurchaserOptos), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Party to this Agreement, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Merger Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Merger Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party Merger Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Merger Party will be deemed to be a waiver of any obligation of that party Merger Party or of the right of the party Merger Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Raptor (with respect to the CompanyTPT and Merger Sub) and the Company TPT (with respect to Parent and PurchaserRaptor), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Merger Party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this LEGAL_US_W # 62319343.5 -67- Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Merger Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyMerger Party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Law (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; , and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent HCC (with respect to the CompanyUAB) and the Company UAB (with respect to Parent and PurchaserHCC), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreementparty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Merger Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Merger Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party Merger Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Merger Party will be deemed to be a waiver of any obligation of that party Merger Party or of the right of the party Merger Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Raptor (with respect to the CompanyTPT and Merger Sub) and the Company TPT (with respect to Parent and PurchaserRaptor), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Merger Party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Merger Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyMerger Party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Pathfinder (with respect to the CompanySyntheMed and Merger Sub) and the Company SyntheMed (with respect to Parent and PurchaserPathfinder), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent Focus (with respect to the CompanyBeacon and Merger Sub) and the Company Beacon (with respect to Parent and PurchaserFocus), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Party to this Agreement, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement Parties are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent (with respect to the Company) and the Company (with respect to Parent and Purchaser), Merger Sub) may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this AgreementParty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Law (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; , and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent HCC (with respect to the CompanyTri-Valley) and the Company Tri-Valley (with respect to Parent and PurchaserHCC), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreementparty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties Parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable lawLaw, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent VDA (with respect to the CompanyTelkonet) and the Company Telkonet (with respect to Parent and PurchaserVDA), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party Party to this Agreement, (ii) waive any inaccuracies in the representation and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations or conditions contained in this Agreement. Any agreement on the part of a party Party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such partyParty.

Remedies Cumulative; Waiver. (a) The Except for the limitation upon remedies set forth in Section 7.3(b) of this Agreement, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Law (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; , and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective Time, Parent OVB (with respect to the CompanyMLB) and the Company MLB (with respect to Parent and PurchaserOVB), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreementparty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable law, Law (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; given and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to before the Effective Time, Parent HCC (with respect as to the CompanyPresidio) and the Company Presidio (with respect as to Parent and PurchaserHCC), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this Agreementparty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Remedies Cumulative; Waiver. (a) The rights and remedies of the parties to this Agreement Parties are cumulative and not alternative. Neither any failure nor any delay by any party Party in exercising any right, power power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power power, or privilege and no single or partial exercise of any such right, power power, or privilege will preclude any other or further exercise of such right, power power, or privilege or the exercise of any other right, power power, or privilege. To the maximum extent permitted by applicable lawLegal Requirements, (i) no waiver that may be given by a party Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one party Party will be deemed to be a waiver of any obligation of that party Party or of the right of the party Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. (b) Subject to Section 6.5, at At any time prior to the Effective TimeClosing, Parent (with respect to the Company) and the Company (with respect to Parent and PurchaserMerger Sub), may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of such party to this AgreementParty, (ii) waive any inaccuracies in the representation representations and warranties contained in this Agreement or any document delivered pursuant to this Agreement Agreement, and (iii) waive compliance with any covenants, obligations obligations, or conditions contained in this Agreement. Any agreement on the part of a party to this Agreement Party to any such extension or waiver waiver, or any consent given under this Agreement, shall be valid only if set forth in a written instrument signed on behalf of such partyParty.