Common use of Waiver of Compliance; Consents Clause in Contracts

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent and Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the 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, 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 9.2.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the 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, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect toco, 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 9.28.3.

Waiver of Compliance; Consents. Any failure of the Company Purchaser on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, Company or the Company on the other handPurchaser, 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, 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 9.2Section.

Waiver of Compliance; Consents. Any failure of the Company Buyer or Buyer Subsidiary, on the one hand, or Parent and Merger Sub Northstar, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handBuyer and Buyer Subsidiary or Northstar, or the Company on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall be valid only if set forth in writing by the appropriate Constituent Corporation and 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 9.28.2.

Waiver of Compliance; Consents. Any failure of the Company Seller on the one hand, or Parent and the Company, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handCompany (or, following the Closing, NewCo) or by Seller, respectively, or the Company on the other hand, only by a written instrument signed by the party granting such waivertheir respective officers thereunto duly authorized, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.215.2.

Waiver of Compliance; Consents. Any failure of the Company Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by Parent Buyer, on the one hand, or the Company Seller, on the 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, 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 9.2‎7.5.

Waiver of Compliance; Consents. Any failure of the Company Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Seller, on the 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, 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 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 9.27.5.

Waiver of Compliance; Consents. Any failure of the Company either Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Seller, on the 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, 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 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 9.29.6.

Waiver of Compliance; Consents. Any failure of the Company Buyer, LOL Subsidiary or Acquisition, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 3.01(b), 3.01(d), 3.02(b) and 3.01(d) of this Agreement) may be waived in writing by Parent on the one hand, or the Company on the other handor by Buyer, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.28.03.

Waiver of Compliance; Consents. Any failure of the Company Company, on the one hand, or Parent Purchaser and Merger Sub Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the 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, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company Parent or the Buyer, on the one hand, or Parent and Merger Sub the Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Parent on or the one handBuyer, or the Company on the other handSeller, 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, 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 9.211.3.

Waiver of Compliance; Consents. Any failure of the Company Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Seller, on the 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, 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 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 9.27.6.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub the Armour Shareholders, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 5.01(b), (c) and (d) and 5.02(b), (c) and (d) of this Agreement) may be waived by Parent on the one hand, or the Company on the other hand, only by a written instrument signed in writing by the party granting such waiverArmour Shareholders or by Buyer, respectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.28.07.

Waiver of Compliance; Consents. Any failure of the Company Buyer or Acquisition, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 3.01(b)and 3.02(b) of this Agreement) may be waived in writing by Parent on the one hand, or the Company on the other handor by Buyer, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.27.04.

Waiver of Compliance; Consents. Any failure of the Company Acquired Companies, on the one hand, or Parent and Merger Sub Parent, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other handAcquired Companies, respectively, 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, 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 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 9.27.3.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the 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, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company Companies on the one hand, or Parent and Merger Sub the Consultants on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by Parent on the one handCompanies or the Consultants, or the Company on the other handany of them, only by a written instrument signed by an officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.2writing.

Waiver of Compliance; Consents. Any failure of either the Company Sellers, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Sellers, on the 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, 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 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 9.29.5.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Buyer, on the one hand, and the Company or Parent and Merger Sub the Sellers, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 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 9.212.4.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the ------------------------------ one hand, or Parent and Merger Sub Deep Run or the Shareholders, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, only by a written instrument signed in writing by the party granting such waiverShareholder Representative or by the Buyer, but such waiver or failure to insist upon strict compliance with such obligation, 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 writing, in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.2SECTION 9.3.

Waiver of Compliance; Consents. Any failure of the Company Buyer or Acquisition, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 3.01(b) and 3.02(b) of this Agreement) may be waived in writing by Parent on the one hand, or the Company on the other handor by Buyer and Acquisition, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.28.03.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Parent or Merger Sub, on the one hand, and the Company or Parent and Merger Sub the Shareholders, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 estoppels 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 9.211.4 .

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Parent or the Buyer, on the one hand, or Parent and Merger Sub the Company, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 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 9.210.4.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handSellers (with respect to any failure by Buyer) or by Buyer (with respect to any failure by Sellers), or the Company on the other handrespectively, 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, 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 deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.27.3.

Waiver of Compliance; Consents. Any failure of the Company ------------------------------ Sellers on the one hand, or Parent Holdings and Merger Sub Acquisition on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handHoldings, Acquisition or the Company Sellers' Agents, on behalf of the other handSellers, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.2.12.2. ------------

Waiver of Compliance; Consents. Any failure of the Company Purchasers, on the one hand, or Parent and Merger Sub Seller, on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived by Parent on the one handSeller (with respect to any failure by Purchasers), or the Company on the other handby Purchasers (with respect to any failure by Seller), 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, covenant, covenant or 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 deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.27.2.

Waiver of Compliance; Consents. Any failure of the Company Parent, Holding or the Merger Sub, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handParent, Holding, the Merger Sub or the Company on the other handCompany, 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, 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 9.2.8.3. 8.4

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Buyer, on the one hand, or Parent and Merger Sub the Company, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 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 9.2SECTION 11.4.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein in this Agreement may be waived by Parent on the one hand, or the Company on the other hand, only by a written instrument signed by the party granting such the waiver, but such the waiver or failure to insist upon strict compliance with such the obligation, 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 heretoto this Agreement, such the consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.28.3.

Waiver of Compliance; Consents. Any failure of the Company Sellers on the one hand, or Parent and Merger Sub Holdings on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent Holdings, on the one hand, or the Company Sellers, on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent Purchaser and Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the 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, 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 9.210.3.

Waiver of Compliance; Consents. Any failure of the Company Purchaser, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other handor Purchaser, respectively, only by a written instrument signed by the party granting such waiverwaiver (and, in the case of the Company, approved by the Special Committee in accordance with the provisions of Section 9.2(b), if applicable), but such waiver or failure to insist upon strict compliance with such obligation, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, only by a written instrument signed in writing by the party granting such waiverparties, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition must be in a signed writing to be enforceable and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failurefailure of the same or any other 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 the requirements for a waiver of compliance as set forth in this Section 9.29.02.

Waiver of Compliance; Consents. Any failure of the Company Purchaser on the one hand, or Parent and Merger Sub the Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, Seller or the Company on the other handPurchaser, 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, covenant, agreement or condition shall not operate as a waiver of, 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 9.2Section.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handSellers (with respect to any failure by Buyer) or by Buyer (with respect to any failure by Sellers), or the Company on the other handrespectively, 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, 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 deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.2.8.3. 8.4

Waiver of Compliance; Consents. Any failure of the Company MergerCo, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 8.2, be waived by Parent on the one hand, MergerCo or the Company on the other handCompany, 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, 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 9.28.4.

Waiver of Compliance; Consents. Any failure of the Company Sellers on the one hand, or Parent Holdings and Merger Sub Acquisition on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handHoldings, Acquisition or the Company Sellers' Agents, on behalf of the other handSellers, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, Purchaser or Parent and Merger Sub on the other hand, Seller to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handPurchaser or Seller, or the Company on the other handrespectively, only by a written instrument signed by the party granting such waiver, a copy of which shall be promptly forwarded by the parties to the Escrow Agent, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.28.2.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Parent or the Buyer, on the one hand, or Parent and Merger Sub the Company, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party or parties only by a written instrument signed by the Chief Executive Officer or the Chief Financial Officer of each 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 9.210.4.

Waiver of Compliance; Consents. Any failure of the DOT, B&M or the Company on the one hand, or Parent and Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent the Company, on the one hand, or the Company DOT, and B&M, on the other hand, 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, 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 9.211.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Buyer, on the one hand, or Parent and Merger Sub the Company, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 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 9.210.4.

Waiver of Compliance; Consents. Any failure of the Company Purchasers, on the one hand, or Parent and Merger Sub Seller, on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived by Parent on the one handSeller (with respect to any failure by Purchasers), or the Company on the other handby Purchasers (with respect to any failure by Seller), 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, covenant, covenant or 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 deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.29.02.

Waiver of Compliance; Consents. Any failure of the Company Company, on the one hand, or Parent and Purchaser or Merger Sub Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser, on the one hand, or the Company 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, 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 9.28.5.

Waiver of Compliance; Consents. Any failure of the Company Buyer or Buyer Subsidiary, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 6.01(b) and 6.02(b) of this Agreement) may be waived in writing by Parent on the one handCompany, or the Company on the other handby Buyer and Buyer Subsidiary, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.211.03.

Waiver of Compliance; Consents. Any failure of the Company MergerCo or Parent, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 9.1, be waived by Parent (on the one hand, behalf of itself and MergerCo) or the Company on the other handCompany, 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, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company Seller or the Trusts on the one hand, or Parent and Merger Sub the Buyer on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handBuyer, the Seller or the Company on the other hand, only by a written instrument signed by the party granting such waiverTrusts respectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.216.2.

Waiver of Compliance; Consents. Any failure of the Company Parent or Merger Subsidiary, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 6.01(b) and 6.02(b) of this Agreement) may be waived in writing by the Company, or by Parent on the one handand Merger Subsidiary, or the Company on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.211.03.

Waiver of Compliance; Consents. Any failure of the Company Parent or Newco, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other handor 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 xxxx xxxxxx xxxpliance with such obligation, 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 9.28.01.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub Seller or Syratech, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on Buyer or Seller, as the one hand, or the Company on the other handcase may be, only by a written instrument signed by the party Party granting such waiver, but such waiver waiver, or any failure to insist upon strict compliance with such obligation, covenant, agreement or condition 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company Seller on the one hand, or Parent and Merger Sub Buyer on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handBuyer or by Seller, respectively, or the Company on the other hand, only by a written instrument signed by the party granting such waivertheir respective officers thereunto duly authorized, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company any Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by Parent Buyer, on the one hand, or the Company a Seller, on the 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, 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 9.27.6.

Waiver of Compliance; Consents. Any failure of the Company on ------------------------------ the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the 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, 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 9.28.4.

Waiver of Compliance; Consents. Any failure of the Company Company, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Company, on the other hand, and then only by a written instrument signed by the party Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, 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 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 9.29.6.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub or Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handBuyer, or the Company on the other handParent or Seller, 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, 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 9.28.2.

Waiver of Compliance; Consents. Any failure of Seller and the Company on the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the Company Seller 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, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company Buyer, on the one hand, or Parent and Merger Sub Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handSellers (with respect to any failure by Buyer) or by Buyer (with respect to any failure by Sellers), or the Company on the other handrespectively, 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, 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 deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.28.3.

Waiver of Compliance; Consents. Any failure on the part of the Company Buyer on the one hand, or Parent and Merger Sub any of the Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by WM Parent on the one hand, or the Company on the other handBuyer, 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, 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 9.210.3.

Waiver of Compliance; Consents. Any failure of the Company Seller, on the one hand, or Parent and Merger Sub Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Buyer, on the one hand, or the Company Seller, on the 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, 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 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 9.29.6.

Waiver of Compliance; Consents. Any failure of the Company Purchaser, on the one hand, or Parent and Merger Sub Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handSeller or Purchaser, or the Company on the other handrespectively, 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, 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 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 9.27.3.

Waiver of Compliance; Consents. Any failure of the Company Buyer, ------------------------------ on the one hand, or Parent and Merger Sub the Parent, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one handBuyer, or the Company on the other handParent, 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, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure nor effect indemnification with respect to such 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 9.212.3.

Waiver of Compliance; Consents. Any failure of Seller or the Company Shareholders on the one hand, or Parent and Merger Sub Purchaser, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handPurchaser, or Seller and the Company on the other handShareholders, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company Buyer or Buyer Subsidiary, on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 5.01(b) and (e) and 5.02(b) and (d) of this Agreement) may be waived in writing by Parent on the one hand, or the Company on the other handor by Buyer and Buyer Subsidiary, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.28.03.

Waiver of Compliance; Consents. Any failure of the Company and any Seller, on the one hand, or Parent and Merger Sub the Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent the Buyer, on the one hand, or the Company and a majority in interests of the Seller, on the other hand, and then only by a written instrument signed by the party Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, 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 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 9.210.6.

Waiver of Compliance; Consents. Any failure of the Company Seller, Stockholder or Principals on the one hand, or Parent and Merger Sub Buyer or Company on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on the one handBuyer or Company or by Seller, Stockholder or Principals, respectively, or the Company on the other hand, only by a written instrument signed by the party granting such waivertheir respective officers thereunto duly authorized, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.212.2.

Waiver of Compliance; Consents. Any failure of the Company on the one hand, or Parent and Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent Purchaser on the one hand, or the 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, 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 9.29.3.

Waiver of Compliance; Consents. Any failure of the Company purchaser on the one hand, or Parent and Merger Sub the Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent on the one hand, Company or the Company on the other handPurchaser, 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, 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 9.2.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company Buyer, on the one hand, or Parent and Merger Sub the Company, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Parent on the one hand, or the Company on the other hand, party 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 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 9.2SECTION 10.4.

Waiver of Compliance; Consents. Any failure of Seller or the Company Stockholders on the one hand, or Parent and Merger Sub Holdings on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Parent on Holdings or by Seller and the one handStockholders, or the Company on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, 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 9.2.12.2. 12.3