Common use of Waiver of Condition Clause in Contracts

Waiver of Condition. The Buyer, in the case of a condition set out in Section 7(a), and the Sellers, in the case of a condition set out in Section 7(b), will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the sale and purchase of the Company Shares herein contemplated and will have the right to exercise all legal remedies against the other party in respect of any breach of the other party’s covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party which gave rise to the non-performance of or non-compliance with the condition so waived.

Waiver of Condition. The BuyerPurchaser, in the case of a condition set out in Section 7(a)5.01, and each of the SellersVendors, in the case of a condition set out in Section 7(b)5.02, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the applicable sale and purchase of the Company Purchased Shares and/or the Mezz Debt herein contemplated and will have the right to exercise all legal remedies against xxx the other party in accordance with and subject to Article 7 (the Purchaser if the waiving party is Woodbridge, Teachers’ or Torstar, and Woodbridge, Teachers’ or Torstar, as applicable, if the waiving party is the Purchaser) in respect of any breach of the other party’s covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party which gave rise to the non-performance of or non-compliance with the condition so waived.

Waiver of Condition. The BuyerPurchaser, in the case of a condition set out in Section 7(a)6.1, and the SellersVendor, in the case of a condition set out in Section 7(b)6.2, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with 59 SHARE PURCHASE AGREEMENT any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving partyParty. Such waiving party Party will retain the right to complete the purchase and sale and purchase of the Company Purchased Shares herein contemplated and but will not have the right to exercise all legal remedies against sue the other party Party in respect of any breach of the other partyParty’s covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party Party which gave rise to the non-performance of or non-compliance with the condition so waived.

Waiver of Condition. The BuyerSubscriber, in the case of a condition set out in Section 7(a)8.1, and the SellersCompany, in the case of a condition set out in Section 7(b)8.2, will have the exclusive right to waive before the Closing Time the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving partyParty. Such waiving party Party will retain the right to complete the sale and purchase of the Company Purchased Shares herein contemplated and will have the right to exercise all legal remedies against xxx the other party Party in respect of any breach of the other partyParty’s covenants, covenants or obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party Party which gave rise to the non-performance of or non-compliance with the condition so waived.

Waiver of Condition. The BuyerPurchaser, in the case of a condition set out in Section 7(a)5.01, and the SellersVendor, in the case of a condition set out in Section 7(b)5.02, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the sale and purchase of the Company Shares herein contemplated and will have the right to exercise all legal remedies against sue the other party in respect of any breach of the other party’s covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party which gave rise to the non-performance of or non-non- compliance with the condition so waivedwaived provided that such other party acknowledged in writing at the Closing Date that the waiving party had the right not to complete the purchase and sale of the Shares herein contemplated.

Waiver of Condition. The BuyerGABY, in the case of a condition set out forth in Section 7(a)7.01, and the SellersCompany and the Vendors, in the case of a condition set out forth in Section 7(b)7.02, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-non- compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving partyParty. Such waiving party Party will retain the right to complete the sale and purchase of the Company Shares herein contemplated and Transaction but will not have the right to exercise all legal remedies xxx or make or assert any indemnification claim or offset under this Agreement against the any other party Party in respect of any breach of the other party’s Party's covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party Party which gave rise to the non-performance of or non-non- compliance with the condition so waived.

Waiver of Condition. The BuyerCompany, in the case of a condition set out in Section 7(a), ‎6.3 and the Sellers, Investor in the case of a condition set out in Section 7(b)‎6.4, will have the exclusive right to waive before the First Tranche Closing Time and Second Tranche Closing Time, as applicable, the performance of or compliance of with such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party. Such waiving party will retain the right to complete the sale transactions contemplated hereby and purchase of the Company Shares herein contemplated and will have the right to exercise all legal remedies against sue the other party in respect of any breach of the other party’s covenants, covenants or obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party which gave rise to the non-performance of or non-compliance with the condition so waived.

Waiver of Condition. The BuyerGABY, in the case of a condition set out forth in Section 7(a)7.01, and the SellersCompany and the Vendors, in the case of a condition set out forth in Section 7(b)7.02, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-non- compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving partyParty. Such waiving party Party will retain the right to complete the sale and purchase of the Company Shares herein contemplated and Transaction but will not have the right to exercise all legal remedies sue or make or assert any indemnification claim or offset under this Agreement against the any other party Party in respect of any breach of the other party’s Party's covenants, obligations or any inaccuracy or misrepresentation in a representation or warranty of the other party Party which gave rise to the non-performance of or non-non- compliance with the condition so waived.