Common use of Waiver of Compliance; Consents Clause in Contracts

Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or Parent, respectively, 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. Merger Subsidiary agrees that any consent or waiver of compliance given by Parent hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.), Agreement and Plan of Merger (Rxi Pharmaceuticals Corp), Agreement and Plan of Merger (Medtronic Inc)

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Waiver of Compliance; Consents. Any failure of Parent Shurgard or Merger Subsidiary on the one hand, or the Company Companies and the Owners on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company Companies and the Trusts or ParentShurgard, respectively, only by a written instrument signed by an officer of 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. Merger Subsidiary agrees that any consent or waiver of compliance given by Parent Shurgard hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its their behalf.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shurgard Storage Centers Inc), Agreement and Plan of Merger (Shurgard Storage Centers Inc)

Waiver of Compliance; Consents. Any failure of the Parent or Merger Subsidiary Sub on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or the Parent, respectively, 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. Merger Subsidiary Sub agrees that any consent or waiver of compliance given by the Parent hereunder shall be conclusively binding upon Merger SubsidiarySub, whether or not given expressly on its behalf.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Corillian Corp), Agreement and Plan of Merger (Intelidata Technologies Corp)

Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or Parent, respectively, 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. Merger Subsidiary agrees that any consent or waiver of compliance given by Parent hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf.of

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arterial Vascular Engineering Inc)

Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary Sub on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or Parent, respectively, 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. Merger Subsidiary Sub agrees that any consent or waiver of compliance given by Parent hereunder shall be conclusively binding upon Merger SubsidiarySub, whether or not given expressly on its behalf.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Capital Management Corp)

Waiver of Compliance; Consents. Any failure of the Parent or Merger Subsidiary on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or the Parent, respectively, 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. Merger Subsidiary agrees that any consent or waiver of compliance given by the Parent hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alcide Corp)

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Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary on the one hand, or the Company Company, or any Principal Shareholder on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by Parent or the Company or ParentPrincipal Shareholders, respectively, 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. Merger Subsidiary agrees that any consent or waiver of compliance given by Parent hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)

Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, agreement or condition herein may be waived by the Company or Parent, respectively, 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, agreement or condition shall will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall will be given in writing. Merger Subsidiary agrees that any Any consent or waiver of compliance given by Parent hereunder shall will be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf.. 8.3

Appears in 1 contract

Samples: Annex I Agreement of Merger (Morgan Products LTD)

Waiver of Compliance; Consents. Any failure of Parent or Merger Subsidiary on the one hand, or the Company on the other hand, to comply with any obligation, covenant, agreement, or condition herein may be waived by the Company or Parent, respectively, 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. Merger Subsidiary agrees that any consent or waiver of compliance given by Parent hereunder shall be conclusively binding upon Merger Subsidiary, whether or not given expressly on its behalf. From and after the Effective Time, the Shareholder Representative shall have the right to enforce the terms of this Agreement on behalf of the Company and the Company Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landacorp Inc)

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