Common use of Waiver; Consent Clause in Contracts

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other party of any of its obligations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation by such other party, nor shall any forbearance by any party to seek a remedy for any noncompliance or breach by any other party be deemed to be a waiver by any party of its rights and remedies with respect to such noncompliance or breach.

Appears in 2 contracts

Samples: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc)

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Waiver; Consent. This Agreement may not be changed, amended, terminated, --------------- augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hall Kinion & Associates Inc), Asset Purchase Agreement (Actuate Corp)

Waiver; Consent. This Agreement may not be changed, ----------- --------------- amended, terminated, augmented, rescinded rescinded, or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 2 contracts

Samples: Securities Purchase Agreement (P-Com Inc), Asset Purchase Agreement (P-Com Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded rescinded, or discharged (other than by performance), in whole or in part, except by a writing executed signed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 2 contracts

Samples: Merger Agreement (Vantagemed Corp), Stock Purchase Agreement (Polymer Solutions Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in --------------- part, except by a writing executed by all the parties hereto, ; and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto; provided, however, that a writing executed by Company Shareholders that held immediately prior to the closing at least a majority of the shares of outstanding Company Capital Stock shall constitute a writing executed by all Company Shareholders. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Investment Agreement (Portal Software Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmentedaugmented rescinded, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any any, other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asa International LTD)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties Parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming Party claimed to have given or consented thereto. Except to the extent that a party Party hereto may have otherwise agreed to in writing, no waiver by that party Party of any condition of this Agreement or breach by any the other party Party of any of its obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other partyParty, nor shall any forbearance by any party the first Party to seek a remedy for any noncompliance or breach by any the other party Party be deemed to be a waiver by any party the first Party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hei Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all each of the parties heretohereto (which may include a writing executed by Sellers' Agent on behalf of each of the Sellers), and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other party of any of its obligations obligations, representations or warranties hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation or warranty by such other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any such other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Lynch Corp)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performancein accordance with its terms), in whole or in part, except by a writing executed by all the parties hereto, and no . No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any term, condition or other provision of this Agreement Agreement, or any breach thereof by any other party of any of its obligations hereunder shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent or prior breach of the same term, condition or any other obligation provision by such the other party, nor shall any forbearance by any the first party or parties to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its its, her or their rights and remedies with respect to such noncompliance or breach.. 8.9

Appears in 1 contract

Samples: Stock Purchase Agreement (PHP Healthcare Corp)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded terminated or discharged (other than by performance)modified, in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Noncompetition Agreement (Assure Holdings Corp.)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.. 7.7

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Decrane Aircraft Holdings Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all each of the parties hereto, hereto and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other party of any of its obligations obligations, representations or warranties hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation or warranty by such other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any such other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GST Telecommunications Inc)

Waiver; Consent. This Agreement may not be changed, ------------------------------ amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other party of any of its obligations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.. Section 12.7

Appears in 1 contract

Samples: Asset Purchase Agreement (Credence Systems Corp)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performancein accordance with its terms), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties party claiming to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to agree in writing, no waiver by that party of any condition of this Agreement Agreement, or breach by any the other party of any of his or its obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other partyparty or parties, nor shall any forbearance by any the first party or parties to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party or parties of his, its or their rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Purchase Agreement (Capital Factors Holdings Inc)

Waiver; Consent. This Agreement may not be changed, amended, --------------- terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, ; and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Securities Purchase Agreement (P-Com Inc)

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Waiver; Consent. This (i) Except as expressly provided herein, this -------------- License Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performancein accordance with its terms), in whole or in part, except by a writing executed by all the parties Parties hereto, and no . No waiver of any of the provisions or conditions of this License Agreement or any of the rights of a party Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming Party claimed to have given or consented thereto. Except to the extent that a party Party hereto may have otherwise agreed to in writing, no waiver by that party Party of any term, condition or other provision of this Agreement License Agreement, or any breach thereof by any other party of any of its obligations hereunder Party shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent or prior breach of the same term, condition or any provision by the other obligation by such other partyParty, nor shall any forbearance by any party the first Party or Parties to seek a remedy for any noncompliance or breach by any the other party Party be deemed to be a waiver by any party the first Party of its its, his, her or their rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Services Agreement (CSG Systems International Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties heretoBuyer and each of the Sellers, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding (and no party shall waive any provision or condition of, or right under this Agreement) unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other another party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any other another party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Valuevision Media Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, part except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tasker Capital Corp)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, ; and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Investor Securities Purchase Agreement (Paradigm Technology Inc /De/)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no . No waiver of any of the provisions or conditions of this Agreement or of any of the rights of a party hereto shall be effective or binding unless such that waiver shall be is in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such that other party, nor shall any forbearance by any party to seek a remedy for any noncompliance or breach by any other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lesco Inc/Oh)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties Parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming Party claimed to have given or consented thereto. Except to the extent that a party Party hereto may have otherwise agreed to in writing, no waiver by that party Party of any condition of this Agreement or breach by any the other party Party of any of its obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other partyParty, nor shall any forbearance by any party the first Party to seek a remedy for any noncompliance or 139 154 breach by any the other party Party be deemed to be a waiver by any party the first Party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Baldwin Technology Co Inc)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (WHX Corp)

Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, ; and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Securities Purchase Agreement (Paradigm Technology Inc /De/)

Waiver; Consent. This Agreement may not be changed, amended, ----------- --------------- terminated, augmented, rescinded rescinded, or discharged (other than by performance), in whole or in part, except by a writing executed by all the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the parties claiming party claimed to have given or consented thereto. Except to the extent that a party hereto may have otherwise agreed to in writing, no waiver by that party of any condition of this Agreement or breach by any the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by such the other party, nor shall any forbearance by any the first party to seek a remedy for any noncompliance or breach by any the other party be deemed to be a waiver by any the first party of its rights and remedies with respect to such noncompliance or breach.

Appears in 1 contract

Samples: Share Purchase Agreement (P-Com Inc)

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