Common use of Waiver and Modifications Clause in Contracts

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSC, it affects materially and adversely the benefits of MSC's Shareholders under this Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC UMA Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC UMA Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSCUMA, it affects materially and adversely the benefits of MSCUMA's Shareholders under this Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any any; time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party; provided, however, that no waiver by Auric shall be authorized after the last vote of the stockholders of Auric if such waiver shall, in the judgment of the Board of Directors of Auric, affect materially and adversely the benefits of the Auric stockholders under this Agreement or the Agreement of Merger. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC Shareholders stockholders of Auric by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC Shareholders stockholders of Auric shall not be allowednot, if in the judgment of the Board of Directors of MSCAuric, it affects materially affect material and adversely the benefits of MSCAuric's Shareholders stockholders under this Agreement or the Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC EZA Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC EZA Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSCEZA, it affects materially and adversely the benefits of MSCEZA's Shareholders under this Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC Sanitec Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC Sanitec Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSCSanitec, it affects materially and adversely the benefits of MSCSanitec's Shareholders under this Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Mergerexhibits) may be modified at any time prior to and after the vote of the MSC Shareholders Seller Shareholders, if so required by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC Seller Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSCSeller, it affects materially and adversely the benefits of MSCSeller's Shareholders under this Agreement of MergerAgreement. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions provision of this -------------------------- Agreement may ------------------------ be waived at any time by the party entitled to the benefit thereof, upon the written authority of the Board of Directors of such party's Board of Directors. Any of the provisions provision of this Agreement (including the exhibits and the Agreement of Mergerexhibits) may be modified at any time prior to and after the vote of the MSC either party's Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but not necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC Shareholders either party's Shareholders, shall not be allowed, if in the judgment of the Board of Directors of MSCeither party, it affects materially and adversely the benefits of MSCeither party's Shareholders under this Agreement of MergerAgreement. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.

Waiver and Modifications. Any of the provisions of this -------------------------- Agreement may be waived at any time by the party entitled to the benefit thereof, upon the authority of the Board of Directors of such party. Any of the provisions of this Agreement (including the exhibits and the Agreement of Merger) may be modified at any time prior to and after the vote of the MSC ATP Shareholders by agreement in writing approved by the Board of Directors of each party and executed in the same manner (but necessarily by the same persons) as this Agreement, provided that such modification, after the last vote of the MSC ATP Shareholders shall not be allowed, if in the judgment of the Board of Directors of MSCATP, it affects materially and adversely the benefits of MSCATP's Shareholders under this Agreement of Merger. To the extent permitted by law, the powers of the Board of Directors may be delegated by the Board of the Executive Committee of such Board or by such Board (or by the Executive Committee to the extent any matter has been delegated to such Committee by the Board) to any officer or officers of such party, and any notices, consents or other action referred to in this Agreement may be given or taken by any officer so authorized.