Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.
Appears in 10 contracts
Samples: Asset Purchase Agreement, Stock Purchase Agreement (Medical Connections Holdings, Inc.), Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in ------------------------------ this Agreement, any failure of any either of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a be written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoa party, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9section 6.
Appears in 8 contracts
Samples: Release Agreement (Medsource Technologies Inc), Release Agreement (Medsource Technologies Inc), Release Agreement (Medsource Technologies Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Company, on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Purchaser, on the party entitled to one hand, or the benefits thereof Company, on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.3.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (International Electronics Inc), Agreement and Plan of Merger (Linear LLC), Agreement and Plan of Merger (Lone Star Steakhouse & Saloon Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Company, on the one hand, or Purchaser and Merger Sub, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Purchaser on the party entitled to one hand, or the benefits thereof Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.3.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Fox Acquisition Co)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.7.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sweetskinz Holdings Inc), Plan and Agreement of Merger (Howtek Inc), Plan and Agreement of Merger (Us Home & Garden Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.10.
Appears in 5 contracts
Samples: Option Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Company on the one hand, or Purchaser on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Purchaser on the party entitled to one hand, or the benefits thereof Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.5.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Rainforest Cafe Inc), Agreement and Plan of Merger (Schussler Steven W)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.8.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Paxson Communications Corp), Asset Acquisition Agreement (Paxson Communications Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Company on the one hand, or Parent and Purchaser on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Parent on the party entitled to one hand, or the benefits thereof Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 8.3.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Holmes Protection Group Inc), Agreement and Plan of Merger (Alarmguard Holdings Inc), Agreement and Plan of Merger (Praegitzer Industries Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Parent or Buyer, on the parties one hand, or Seller, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof Seller or Parent or Buyer, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.2.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Symetra Financial CORP), Stock Purchase Agreement (Symetra Financial CORP), Stock Purchase Agreement (White Mountains Insurance Group LTD)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.10.
Appears in 3 contracts
Samples: Asset and Stock Purchase and Option Grant Agreement (Quantum Direct Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset and Stock Purchase and Option Grant Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Party to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party Party entitled to the benefits thereof only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoParty, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.4.
Appears in 3 contracts
Samples: Asset Purchase and Contribution Agreement (Alaska Communications Systems Group Inc), Asset Purchase and Contribution Agreement (Gci Inc), Asset Purchase and Contribution Agreement (Alaska Communications Systems Group Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Parent or Subco, on the parties one hand, or the Company, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof Company or Parent or Subco, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.02.
Appears in 3 contracts
Samples: 7 Agreement and Plan of Merger (Neurex Corp/De), Agreement and Plan of Merger (Camelot Music Holdings Inc), Agreement and Plan of Merger (Elan Corp PLC)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Buyer, on one hand, and the Company, on the other, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.4.
Appears in 3 contracts
Samples: Merger Agreement (Capital Bank Corp), Merger Agreement (High Street Corp), Merger Agreement (Capital Bank Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Parent or Newco, on the parties one hand, or the Company, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof Company or Parent or Newco, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.01.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Artistic Greetings Inc), Agreement and Plan of Merger (Artistic Greetings Inc), Agreement and Plan of Merger (Artistic Greetings Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of either Bancorp, on the parties one hand, or Parent, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Parent, on the party entitled to one hand, or Bancorp, on the benefits thereof other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bankatlantic Bancorp Inc), Agreement and Plan of Merger (Stifel Financial Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.2.
Appears in 2 contracts
Samples: Business Purchase Agreement (Fiberite Holdings Inc), Purchase Agreement (Fiberite Holdings Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.11.7. 58
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (KLIF Broadcasting, Inc.)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties a party hereto to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof hereto; provided, however, that any such waiver may be made only by a written instrument signed by the party hereto granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.2, with appropriate notice in accordance with Section 8.7 of this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Broadbandnow Inc), Subscription Agreement (Broadbandnow Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent breach or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.7.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Oro Spanish Broadcasting Inc), Asset Purchase Agreement (Radio Unica Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Buyer, on one hand, and the Company, on the other, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.10.4. ------------ 10.5
Appears in 2 contracts
Samples: Merger Agreement (1st State Bancorp Inc), Merger Agreement (Capital Bank Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.8.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Journal Communications Inc), Asset Purchase Agreement (Calypte Biomedical Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Party to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party Party entitled to the benefits thereof only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoParty, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.4.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alaska Communications Systems Group Inc), Purchase and Sale Agreement (Gci Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with any such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failurefailure of such obligation, covenant, agreement or condition. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with and signed by the requirements for a waiver of compliance as set forth in this Section 11.9party granting such consent.
Appears in 2 contracts
Samples: Employment Agreement (KSW Inc), Employment Agreement (KSW Inc)
Waiver of Compliance; Consents. Except ------------------------------ as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representationcove- nant, warranty, covenant, agreement, agreement or condition herein may be waived by the party parties entitled to the benefits thereof only by a written writ- ten instrument signed by the party such parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever When- ever this Agreement requires or permits consent by or on behalf of any party of the parties hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.913.7.
Appears in 2 contracts
Samples: Investment Agreement (Anheuser-Busch Companies, Inc.), Investment Agreement (Anheuser Busch Companies Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Buyer, on one hand, and the Company Parties, on the other, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 11.4.
Appears in 2 contracts
Samples: Merger Agreement (First Savings Bancorp Inc), Merger Agreement (First Bancorp /Nc/)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.11.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GXS Corp), Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.4.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Webmd Inc), Asset Purchase Agreement (Media General Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.2.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Guarantee Life Companies Inc), Merger Agreement (Guarantee Life Companies Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Acme Intermediate Holdings LLC), Stock Purchase Agreement (Acme Television LLC)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.5.
Appears in 2 contracts
Samples: License Agreement (Cone Mills Corp), Asset Exchange Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Garden State Newspapers Inc), Master Agreement (Bobby Allison Wireless Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.99.5.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Culp Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance compliances as set forth in this Section 11.917.
Appears in 2 contracts
Samples: Option Agreement (Barrington Broadcasting Group LLC), Option Agreement (Barrington Albany LLC)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall will be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Diametrics Medical Inc), Asset Purchase Agreement (Thoratec Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any 60 Any failure of any of the parties Company on the one hand, or Purchaser on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Purchaser on the party entitled to one hand, or the benefits thereof Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Safenet Inc), Agreement and Plan of Merger (Safenet Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Data Transmission Network Corp), Agreement Regarding Stock Acquisition (Data Transmission Network Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Target on the parties one hand, or Acquiror on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Acquiror on the party entitled to one hand, or Target on the benefits thereof other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.3.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or of failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, of or estoppel with respect to, to any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with written instrument signed by the requirements for a waiver of compliance as set forth in this Section 11.9party granting such consent.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties by FNC or FirstBancorporation to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 11.4.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.
Appears in 1 contract
Samples: Consulting and Noncompetition Agreement (Sunshine Acquisition Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.915.9.
Appears in 1 contract
Samples: Merger Agreement (Cox Radio Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.94.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (Guarantee Life Companies Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such a waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98(c).
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement------------------------------ Amendment, any failure of any of the parties Buyer and the Company to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever Should this Agreement requires Amendment require or permits permit consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.4 of the Merger Agreement.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party Party or Parties entitled to the benefits thereof only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.94.2 .
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Section.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties a party to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof other party; PROVIDED, HOWEVER, that any such waiver may be made only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires requests or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 10.02, with appropriate notice in accordance with SECTION 10.06 of this Agreement.
Appears in 1 contract
Samples: Sharing and Disaffiliation Agreement (Bowlin Travel Centers Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warrantywarranty , covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Section.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Raser Technologies Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Party to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party Party entitled to the benefits thereof only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoParty, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.97.4.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein or in the Purchase Price may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.96(d).
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 10.7.
Appears in 1 contract
Samples: Escrow Agreement (Icad Inc)
Waiver of Compliance; Consents. Except as otherwise specifically provided in this Agreement, any failure of any of Prime and 77 WWLP, on the parties one hand, or OTR, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof OTR or 77 WWLP, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretohereof, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.23.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Seller, on the parties one hand, or Buyer, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived in writing by the party entitled to the benefits thereof only by a written instrument signed by performance of such obligation, covenant or agreement or who has the party granting benefit of such waivercondition, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition conditions shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent consents by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9above.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties a party to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof parties hereto; provided, however, that any such waiver may be made only by a written instrument signed by the party parties hereto and Dynegy granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.4, with appropriate notice in accordance with Section 8.8.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Target on ------------------------------ the parties one hand, or Acquiror on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Acquiror on the party entitled to one hand, or Target on the benefits thereof other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.8.3. -----------
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, -35- 42 warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Section.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Article 11.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Card Establishment Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of ACRG on the parties one hand, or X'Xxxxx, LFI and OFP, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof X'Xxxxx, LFI, OFP and ACRG, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.3.
Appears in 1 contract
Samples: Purchase Agreement (Acr Group Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.11.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.97.
Appears in 1 contract
Samples: Agreement (Cyberguard Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Investor, on the one hand, or the Company, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to Company or the benefits thereof Investor, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.97.3.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.6.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties Parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party Party entitled to the benefits thereof only by a written instrument signed by the party such Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoof the Parties, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.97.3.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vlasic Foods International Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.10.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any either party hereto, such consent shall will be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.916.4.
Appears in 1 contract
Samples: Asset Purchase Agreement (Allscripts Healthcare Solutions Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this ------------------------------ Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.7.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties either party to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the other party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any either party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.96.
Appears in 1 contract
Samples: Registration Rights Agreement (Landmark Communications Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such 42 waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.10.
Appears in 1 contract
Samples: Asset Purchase Agreement (Valuevision International Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiverwaiver (and in the case of Licensee only with the consent of the Independent Trustees), but such a waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.9(c). (d)
Appears in 1 contract
Samples: License Agreement
Waiver of Compliance; Consents. Except as otherwise provided in this ------------------------------ Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof only by a written instrument signed by the party granting such waiverwaiver (and in the case of Licensee only with the consent of the Independent Trustees), but such a waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.99(c).
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties a party to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof other party; PROVIDED, HOWEVER, that any such waiver may be made only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires requests or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 7.2, with appropriate notice in accordance with SECTION 7.7 of this Agreement.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Paragraph 11.
Appears in 1 contract
Samples: Bobby Allison Wireless Corp
Waiver of Compliance; Consents. Except insofar as otherwise any provision of this Agreement is expressly provided in this Agreementto be nonwaivable, any failure of any of the parties party to this agreement to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein in this Agreement may be waived in writing by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiverother parties, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not bind any non-waiving party nor shall it operate against the waiving party as a waiver of, or estoppel estoppel, with respect to, any subsequent or to other failurefailure of compliance. Whenever this Agreement requires or permits consent by or on behalf of any party heretoto this Agreement, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9writing.
Appears in 1 contract
Samples: Form of Agreement and Plan of Merger (Advance Paradigm Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.5.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.923.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wilsons the Leather Experts Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by a duly authorized officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any any, party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912(f).
Appears in 1 contract
Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.910.
Appears in 1 contract
Samples: Investment Agreement (Seacoast Banking Corp of Florida)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties party to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by whichever of the party other parties are entitled to the benefits thereof only by a written instrument signed by the party granting such waiverparties, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or an estoppel with respect to, any subsequent failure to comply with such obligation, covenant, agreement, or other failurecondition. Whenever this Agreement requires or permits consent by or on behalf of any party heretoparty, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Section.
Appears in 1 contract
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in Section 11.10 and in this Section 11.911.11.
Appears in 1 contract
Samples: 1 Asset Purchase Agreement (Spanish Broadcasting System of New York Inc)
Waiver of Compliance; Consents. Except as otherwise provided in this AgreementAmendment, any failure of any of the parties Buyer and the Company to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the other party entitled to the benefits thereof or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever Should this Agreement requires Amendment require or permits permit consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.911.4 of the Merger Agreement.
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Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.98.6.
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Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of the parties Investor, on the one hand, or the Corporation, on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to Corporation or the benefits thereof Investor, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.912.3.
Appears in 1 contract
Samples: Stock Purchase Agreement (Enron Capital & Trade Resources Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section SECTION 11.9.
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Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any Any failure of any of Abtech on the parties one hand, or Gateway on the other hand, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by Gateway on the party entitled to one hand, or Abtech on the benefits thereof other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9SECTION 8.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9.11.10. 11.11
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any either of the parties to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such waiver or failure to insist upon strict compliance with any such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failurefailure of such obligation, covenant, agreement or condition. Whenever this Agreement requires or permits consent by or on behalf of any either party hereto, such consent shall be given in writing in a manner consistent with and signed by the requirements for a waiver of compliance as set forth in this Section 11.9party granting such consent.
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Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of Sterling, on one hand, and Bay Net Financial and the parties Bank, on the other, to comply with any obligation, representation, warranty, covenant, agreement, agreement or condition herein of this Agreement may be waived by the other party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.9Section.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Financial Corp /Pa/)
