Common use of Amendment; Waivers Clause in Contracts

Amendment; Waivers. No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative toand none is exclusive of any other, and not exclusive of, or of any rights or remedies that any party may otherwise availablehave at Law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of and the Company, approved by resolution of the Board of Directors of the Company). Any such waiver shall will constitute a waiver only with respect to the specific matter described in such writing and shall will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the The waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this AgreementAgreement shall not be construed as a waiver of any other breach or default of a similar nature, nor and the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, Party on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company approved by resolution of the Company’s Board of Directors). Any such waiver shall will constitute a waiver only with respect to the specific matter described in such writing and shall will in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under provided in this Agreement are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Holding and the Company, approved by resolution of the Boards of Directors of Holding and the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Company Group, approved by resolution of the Board of Directors or the sole stockholder of such member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company, approved by resolution of the Board of Directors of the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Sublicense Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom which enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of of, or a default under under, any of the provisions of this Sublicense Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Sublicense Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party otherwise availablemay have at law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Holding and the Company, approved by resolution of the Boards of Directors of Holding and the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties either party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, either party on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that either party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, Agreement and no waiver hereunder, hereunder shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at Law or in equity.

Amendment; Waivers. No amendment amendment, modification, or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge discharge, or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any either of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment; Waivers. No amendment amendment, supplement, modification or modification discharge of this Agreement▇▇▇▇ of Sale or any exhibit hereto shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto, and no waiver hereunder, of any provision hereunder or thereunder shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement▇▇▇▇ of Sale, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement ▇▇▇▇ of Sale or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Company Group, approved by resolution of the Board of Directors or the sole stockholder of such member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Company Group, approved by resolution of the Boards of Directors of such member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Company Group, approved by resolution of the Board of Directors or the sole stockholder of such member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise available.have at law or in equity or otherwise. 10

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Acquisition Group, approved by resolution of the Boards of Directors of such member of the Acquisition Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement each of the amendment, modification, discharge or waiver is soughtparties hereto. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the any party granting such waiver or Indemnitee in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Holding and the Company, approved by resolution of the Boards of Directors of each of Holding and the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Holding and the Company, approved by resolution of the Board of Directors of Holding or the Company, as the case may be). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company, approved by resolution of the Board of Directors of the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company approved by resolution of the Board of Directors of such Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of a member of the Company Group, approved by resolution of the Board of Directors or the sole stockholder of such member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise. [The remainder of this page has been left blank intentionally.]

Amendment; Waivers. No amendment or modification of this Agreementagreement, and no waiver of any provision hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge modification or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreementagreement, nor SALE AND PURCHASE AGREEMENT 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company approved by resolution of the Company’s Board of Directors). Any such waiver shall will constitute a waiver only with respect to the specific matter described in such writing and shall will in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any and of the provisions of this Agreement, nor the failure by any of the parties, party or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under provided in this Agreement are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. Neither this Agreement nor any terms hereof may be amended or modified except pursuant to an instrument in writing signed by all of the Parties. No amendment or modification waiver of a provision of this Agreement, and no waiver hereunder, Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement Party that will lose the benefit of the amendment, modification, discharge or waiver is soughtsuch provisions as a result of such waiver. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company, approved by resolution of the Board of Directors of the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, Agreement and no waiver hereunder, hereunder shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any other remedy conferred hereby or any rights or remedies that any Party may otherwise availablehave at law or in equity. The exercise by a party hereto of any one remedy shall not preclude the exercise of any other remedy, based on the same facts or different facts, and the parties acknowledge the right of a party to pursue a claim in damages or for indemnification following a successful or unsuccessful request for specific performance.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party or Indemnitee against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Acterna or the Company, approved by resolution of their respective Boards of Directors). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, Agreement and no waiver hereunder, hereunder shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, Agreement and no waiver hereunder, hereunder shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity. Notwithstanding the foregoing provisions of this ‎Section 11.6, no amendment or modification to any of this sentence of this ‎Section 11.6, the proviso in Section 11.11, Section 11.13, Section 11.16.1 and/or Section 11.19 that is materially adverse to any Financing Sources shall become effective without the prior written consent of the materially adversely affected Financing Sources.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company, approved by resolution of the Board of Directors of the Company). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, party hereto or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights rights, power or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party or Indemnitee may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under 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 be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative toand none is exclusive of any other, and not exclusive of, or of any rights or remedies that any party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and, in the case of any member of the Company Group, approved by resolution of the Boards of Directors of each member of the Company Group). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification, supplement or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of the Company Group, approved by resolution of the Board of Directors of each of the Company, Holding and RIC Holding). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. This Agreement may only be amended or modified by a written agreement signed by all the Parties. No amendment or modification of this Agreement, and no waiver hereunder, hereunder shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, 28 shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity. The failure of a Party to assert a right to which it is entitled, or to insist upon compliance with any term or condition of this Agreement, shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party.

Amendment; Waivers. Neither this Agreement nor any terms hereof may be amended or modified except pursuant to an instrument in writing signed by all of the Parties. No amendment or modification waiver of a provision of this Agreement, and no waiver hereunder, Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement Party that will lose benefit of the amendment, modification, discharge or waiver is soughtsuch provision as a result of such waiver. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any Party may otherwise availablehave at law or in equity.

Amendment; Waivers. No amendment amendment, modification, supplement or modification ------------------ discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is soughtsought (and in the case of Holding and the Company, approved by resolution of the Board of Directors of Holding or the Company, as the case may be). Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesparty, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that any party may otherwise availablehave at law or in equity or otherwise.

Amendment; Waivers. No amendment amendment, modification or modification discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the partiesParties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement herein provided are cumulative to, and are not exclusive of, of any rights or remedies that either Party may otherwise availablehave at law or in equity.