Common use of Waiver of Compliance; Consents Clause in Contracts

Waiver of Compliance; Consents. Any failure of Seller on the one hand, or 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 the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their 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 15.2.

Waiver of Compliance; Consents. Any failure of Seller the Sellers on the one hand, or the Company, NewCo or Merger Sub Holdings on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Holdings, on the Company (orone hand, following or the ClosingSellers, NewCo) or by Selleron the other hand, respectively, or by their 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 15.212.2.

Waiver of Compliance; Consents. Any failure of Seller either UCFC, BWC or (prior to the Closing) the Company, on the one hand, or the CompanyParent, 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 hand, or UCFC, on the other hand, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedParty 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 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 15.211.5.

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanySellers, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company Sellers (or, following the Closing, NewCowith respect to any failure by Buyer) or by SellerBuyer (with respect to any failure by Sellers), respectively, or only by their respective officers thereunto duly authorizeda 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 15.2.8.3. 8.4

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Seller the Buyer, on the one hand, or and the Company, NewCo or Merger Sub on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived in writing by the Company (or, following other party or parties only by a written instrument signed by the Closing, NewCo) party or by Seller, respectively, or by their respective officers thereunto duly authorizedparties 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 15.210.4.

Waiver of Compliance; Consents. Any failure of Seller the Company, on the one hand, or the Company, NewCo Purchaser or Merger Sub Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedparty 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 15.28.5.

Waiver of Compliance; Consents. Any failure of Seller Purchasers, on the one hand, or the CompanySeller, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived in writing by the Company Seller (orwith respect to any failure by Purchasers), following the Closing, NewCo) or by Purchasers (with respect to any failure by Seller), respectively, or only by their respective officers thereunto duly authorizeda 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 15.29.02.

Waiver of Compliance; Consents. Any failure of the Seller or the Trusts on the one hand, or the Company, NewCo or Merger Sub Buyer on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company (orBuyer, following the Closing, NewCo) Seller or by Seller, the Trusts respectively, or by their 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 15.216.2.

Waiver of Compliance; Consents. Any failure of Seller either the Sellers, on the one hand, or the CompanyBuyer, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Buyer, on the one hand, or the Sellers, on the other hand, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedParty 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 15.29.5.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Seller the Buyer, on the one hand, and the Company or the CompanySellers, NewCo or Merger Sub on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived in writing by the Company (or, following other party or parties only by a written instrument signed by the Closing, NewCo) party or by Seller, respectively, or by their respective officers thereunto duly authorizedparties 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 15.212.4.

Waiver of Compliance; Consents. Any failure of Seller the Company on the one hand, or the Company, NewCo or Merger Sub Parent and Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein in this Agreement may be waived in writing by Parent on the one hand, or the Company on the other hand, only by a written instrument signed by the Company (or, following party granting the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedwaiver, 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 15.28.3.

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanySellers, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company Sellers (or, following the Closing, NewCowith respect to any failure by Buyer) or by SellerBuyer (with respect to any failure by Sellers), respectively, or only by their respective officers thereunto duly authorizeda 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 15.28.3.

Waiver of Compliance; Consents. Any failure of Seller any Seller, on the one hand, or the CompanyBuyer, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived in writing by Buyer, on the one hand, or a Seller, on the other hand, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedParty 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 15.27.6.

Waiver of Compliance; Consents. Any failure of Seller the Purchaser on the one hand, or the CompanySeller, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company (or, following Seller or the Closing, NewCo) or by SellerPurchaser, respectively, or only by their respective officers thereunto duly authorizeda 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 15.2Section.

Waiver of Compliance; Consents. Any failure of Seller Seller, Stockholder or Principals on the one hand, or the Company, NewCo Buyer or Merger Sub Company on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Buyer or Company (or, following the Closing, NewCo) or by Seller, Stockholder or Principals, respectively, or by their 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 15.212.2.

Waiver of Compliance; Consents. Any failure of Seller the ------------------------------ Sellers on the one hand, or the Company, NewCo or Merger Sub Holdings and Acquisition on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Holdings, Acquisition or the Company (orSellers' Agents, following on behalf of the Closing, NewCo) or by SellerSellers, respectively, or by their 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 15.2.12.2. ------------

Waiver of Compliance; Consents. Any failure of Seller Parent, Holdco, Merger Sub S or Merger Sub P, on the one hand, or the CompanyCompany or the Sellers, 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 or the Company (or, following Sellers and the Closing, NewCo) or by SellerCompany, respectively, or only by their respective officers thereunto duly authorizeda 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 103 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 15.211.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Seller FNB, on the one hand, and the Company or the CompanyShareholders, NewCo or Merger Sub on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived in writing by the Company (or, following other party or parties only by a written instrument signed by the Closing, NewCo) party or by Seller, respectively, or by their respective officers thereunto duly authorizedparties 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 15.212.4.

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanyParent or Seller, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company (orBuyer, following the Closing, NewCo) or by Parent or Seller, respectively, or only by their respective officers thereunto duly authorizeda 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 15.28.2.

Waiver of Compliance; Consents. Any failure of Seller Parent or Merger Subsidiary, on the one hand, or the Company, NewCo or Merger Sub 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, following the Closing, NewCo) or by Seller, respectivelyCompany, or by their respective officers thereunto duly authorizedParent and Merger Subsidiary, 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 15.211.03.

Waiver of Compliance; Consents. Any failure of Seller the Company, on the one hand, or the CompanyBuyer, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Buyer, on the one hand, or the Company, on the other hand, and then only by a written instrument signed by the Company (or, following the Closing, NewCo) Party or by Seller, respectively, or by their respective officers thereunto duly authorizedParties 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 15.29.6.

Waiver of Compliance; Consents. Any failure of Seller the Buyer, ------------------------------ on the one hand, or the CompanyParent, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company (orBuyer, following or the Closing, NewCo) or by SellerParent, respectively, or only by their respective officers thereunto duly authorizeda 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 15.212.3.

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanySeller or Syratech, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Buyer or Seller, as the case may be, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedParty 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 15.212.2.

Waiver of Compliance; Consents. Any failure of Seller and the Company on the one hand, or the Company, NewCo or Merger Sub Purchaser on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Purchaser on the one hand, or Seller on the other hand, only by a written instrument signed by the Company (or, following the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedparty 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 15.29.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Seller the Parent or the Buyer, on the one hand, or and the Company, NewCo or Merger Sub on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived in writing by the Company (or, following other party or parties only by a written instrument signed by the Closing, NewCo) party or by Seller, respectively, or by their respective officers thereunto duly authorizedparties 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 15.210.4.

Waiver of Compliance; Consents. Any failure of Seller the purchaser on the one hand, or 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 the Company (or, following or the Closing, NewCo) or by SellerPurchaser, respectively, or only by their respective officers thereunto duly authorizeda 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 15.29.2.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Seller Parent or Merger Sub, on the one hand, and the Company or the CompanyShareholders, NewCo or Merger Sub on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived in writing by the Company (or, following other party only by a written instrument signed by the Closing, NewCo) or by Seller, respectively, or by their respective officers thereunto duly authorizedparty 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 15.211.4 .

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanySeller, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company (or, following the Closing, NewCo) or by Sellerparties, respectively, or by their respective officers thereunto duly authorized, 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 15.29.02.

Waiver of Compliance; Consents. Any failure of Seller MergerCo or Parent, on the one hand, or the Company, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 9.1, be waived in writing by the Company Parent (or, following the Closing, NewCoon behalf of itself and MergerCo) or by Sellerthe Company, respectively, or only by their respective officers thereunto duly authorizeda 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 15.29.3.

Waiver of Compliance; Consents. Any failure of Seller Buyer or Acquisition, on the one hand, or the Company, NewCo or Merger Sub 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 the Company (or, following the Closing, NewCo) or by SellerBuyer and Acquisition, respectively, or by their 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 15.28.03.

Waiver of Compliance; Consents. Any failure of Seller Purchasers, on the one hand, or the CompanySeller, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived in writing by the Company Seller (orwith respect to any failure by Purchasers), following the Closing, NewCo) or by Purchasers (with respect to any failure by Seller), respectively, or only by their respective officers thereunto duly authorizeda 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 15.27.2.

Waiver of Compliance; Consents. Any failure of Seller Buyer, on the one hand, or the CompanySellers, NewCo or Merger Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the Company Sellers (or, following the Closing, NewCowith respect to any failure by Buyer) or by SellerBuyer (with respect to any failure by Sellers), respectively, or only by their respective officers thereunto duly authorizeda 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 15.27.3.

Waiver of Compliance; Consents. Any failure of Seller the Parent, Holding or the Merger Sub, on the one hand, or 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 the Company (orParent, following Holding, the Closing, NewCo) Merger Sub or by Sellerthe Company, respectively, or only by their respective officers thereunto duly authorizeda 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 15.2.8.3. 8.4