Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its benefit contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its benefit contained herein, provided, however, that following the Acceptance Time, any such actions by the Company shall be subject to Section 1.3(c). Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to before the Effective Time, each of Parent and Merger Sub, on the one hand hand, and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained herein in this Agreement or in any document delivered pursuant hereto under this Agreement, or (c) subject to the extent permitted by applicable Law, waive compliance with any of the agreements covenants or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the other or any Company Board and, at the time of such consent, either (x) a majority of the conditions for its benefit contained hereinContinuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder under this Agreement or under applicable Law otherwise shall not constitute a waiver of such rights andrights, except as otherwise expressly provided herein, no nor shall any single or partial exercise by any party hereto of any of its rights hereunder shall thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such rights provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any other rights hereunder manner that impacts or under applicable Lawis otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sources.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party hereto, party; provided, however, that Sections 8.2after the Acceptance Time, 8.4, 8.6 and 8.7, which Sections (and no amendment shall be made that decreases the related definitions and other provisions Per Share Merger Consideration or that by Law requires approval by stockholders of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions Company without approval of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)stockholders. At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand hand, and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its benefit contained herein; provided, however, that there shall be made no waiver that by Law requires approval by stockholders of the Company without the approval of such stockholders. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude precludes any other or further exercise of such rights or any other rights hereunder or under applicable Law. Notwithstanding anything to the contrary in this Agreement, this sentence of this Section 9.2, the first sentence and the last sentence of Section 9.4(a), Section 9.4(b), Section 9.6, clause (ii) of Section 9.7 and Section 9.13 may not be amended, modified, waived or terminated in a manner that is adverse in any respect to the Financing Sources without the prior written consent of the Financing Sources, such consent not to be unreasonably withheld, delayed or conditioned.

Amendment; Extension; Waiver. Subject to applicable Applicable Law, this Agreement may be amended by the parties hereto may amend this Agreement by authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Voting Member Approval is obtained, no amendment shall be made to this Agreement that by each party heretoApplicable Law requires further approval by Member without such further approval. To the extent permitted by Applicable Law, provided, that Sections 8.2, 8.4, 8.6 Acquirer and 8.7, which Sections (and the related definitions and other provisions of Member may cause this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified at any time after the Closing by execution of an instrument in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)writing signed on behalf of Acquirer and Member. At any time at or prior to the Effective TimeClosing, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (ai) extend the time for the performance of any of the obligations or other acts of the otherother parties hereto owed to such party, (bii) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (ciii) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Member. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at At any time prior to the Effective Time by an instrument in writing signed by each party of the Merger, the parties hereto, providedby action taken or authorized by their respective Board of Directors or Managers, that Sections 8.2may, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification legally allowed, (i) amend any term or waiver or termination would serve to modify the substance or provisions provision of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent this Agreement, (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (aii) extend the time for the performance of any of the obligations or other acts of the otherparties hereto, (biii) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or and (civ) to the extent permitted by applicable Law, waive compliance with any of the agreements or conditions contained herein; PROVIDED, HOWEVER, that after any approval of the other transactions contemplated by this Agreement by the members of Ventures, there may not be, without further approval of such members, any amendment, extension or any waiver of this Agreement which reduces the amount or changes the form of the conditions for its benefit contained hereinconsideration to be delivered to such members hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in an a written instrument in writing signed by on behalf of such party. The , but such amendment, extension or waiver or failure of to insist on strict compliance with any party hereto to assert any of its rights hereunder obligation, covenant, agreement or under applicable Law condition in this Agreement shall not constitute operate as a waiver of such rights andof, except as otherwise expressly provided hereinor estoppel with respect to, no single any subsequent or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Lawfailure.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to the Effective Time, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other or any of the conditions for its benefit contained herein, provided, however, that following the Acceptance Time, any such actions by the Company shall be subject to Section 1.3(d). Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party hereto of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto may amend this Agreement by authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by each party heretoapplicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, provided, that Sections 8.2, 8.4, 8.6 Acquirer and 8.7, which Sections (and the related definitions and other provisions of Holder may cause this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified at any time after the Closing by execution and delivery of an instrument in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)writing signed on behalf of Acquirer and Holder. At any time at or prior to the Effective TimeClosing, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother parties hereto owed to such party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (c) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable LawNo provision of this Agreement, this Agreement including any Disclosure Schedule or Exhibits hereto or thereto, may be amended amended, supplemented or modified except by a written instrument making specific reference hereto or thereto signed by all the parties hereto at to such agreement. For the avoidance of doubt, no consent from any time prior Indemnified Party (other than the Parties) shall be required to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of amend this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Agreement. At any time prior to the Effective TimeClosing, each of Parent and Merger Sub, on the one hand and the Company, on the other hand, either Seller or Purchaser may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother Person, (b) to the extent permitted by applicable Law, waive any breaches of or inaccuracies in the representations and warranties of the other Person contained herein in this Agreement or in any document delivered pursuant hereto to this Agreement, or (c) to the extent permitted by applicable Law, waive compliance with any of the covenants, agreements of the other or any of the conditions for its benefit contained hereinin this Agreement. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party granting such partyextension or waiver. The failure of any party hereto to assert Neither the waiver by any of its rights hereunder the Parties of a breach of or a default under applicable Law any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall not constitute be construed as a waiver of such rights and, except as otherwise expressly provided herein, no single any subsequent or partial exercise by any party hereto other breach or default of any of its rights hereunder shall preclude any other or further exercise of such rights or any other rights hereunder or under applicable Lawa similar nature.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto may amend this Agreement by authorized action at any time prior pursuant to the Effective Time by an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by each party heretoapplicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, provided, that Sections 8.2, 8.4, 8.6 Acquiror and 8.7, which Sections (and the related definitions and other provisions of Holder may cause this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified at any time after the Closing by execution and delivery of an instrument in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)writing signed on behalf of Acquiror and Holder. At any time at or prior to the Effective TimeClosing, each of Parent and Merger Subany party hereto may, on to the one hand and the Companyextent legally allowed, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother party hereto owed to such party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other made to such party contained herein or in any document delivered pursuant hereto or and (c) to the extent permitted by applicable Law, waive compliance with any breaches of any of the agreements of the other covenants, agreements, obligations or any of the conditions for its the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquiror and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party hereto to assert any of its rights hereunder or right under applicable Law this Agreement shall not constitute a waiver of such rights andright, except as otherwise expressly provided herein, and no single or partial exercise by any party hereto waiver of any breach or default shall be deemed a waiver of its rights hereunder shall preclude any other breach or further exercise default of such rights the same or any other rights hereunder or under applicable Lawprovision herein.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time prior to before the Effective Time, each of Parent and Merger Sub, on the one hand hand, and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the otherother party, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained herein in this Agreement or in any document delivered pursuant hereto under this Agreement, or (c) subject to the extent permitted by applicable Law, waive compliance with any of the agreements covenants or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the other or any Company Board and, at the time of such consent, either (x) a majority of the conditions for its benefit contained hereindirectors on the Company Board were directors on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, "Continuing Directors") or (y) if the Continuing Directors constitute a minority of the Board of Directors, each Continuing Director approves such termination or amendment and (B) no amendment shall be made to this Agreement after the Effective Time. Any Subject to the foregoing, this Agreement may not be amended except by an instrument in writing signed by each of the parties and any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder under this Agreement or under applicable Law otherwise shall not constitute a waiver of such rights andrights, except as otherwise expressly provided herein, no nor shall any single or partial exercise by any party hereto of any of its rights hereunder shall thereof preclude any other or further exercise thereof or the exercise of such rights any right, power or any other rights hereunder or privilege under applicable Lawthis Agreement.