Common use of Amendments; No Waivers Clause in Contracts

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 52 contracts

Samples: Agreement, Stock and Asset Purchase Agreement (Korn Ferry International), Share Exchange and Share Purchase Agreement (Actionview International Inc)

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Amendments; No Waivers. (a) Any This Agreement or any term or provision hereof may not be amended, changed or modified except with the written consent of this Agreement may the parties hereto. No waiver of any right hereunder shall be amended or waived if, and only if, effective unless such amendment or waiver is signed in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the such waiver is sought to be effectiveenforced.

Appears in 31 contracts

Samples: Purchase Agreement, Interim Revenue Interests Purchase Agreement (AxoGen, Inc.), Revenue Interests Purchase Agreement (AxoGen, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Company and Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 25 contracts

Samples: Securities Purchase Agreement (PetroAlgae Inc.), Stock Purchase Agreement (PetroAlgae Inc.), Securities Purchase Agreement (PetroAlgae Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties each party hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 20 contracts

Samples: Share Exchange Agreement (Zoom Technologies Inc), Share Exchange Agreement (Hebron Technology Co., LTD), Merger Agreement (Argyle Security Acquisition CORP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 19 contracts

Samples: Purchase Agreement (Univision Communications Inc), Purchase Agreement (CPP/Belwin, Inc), Stockholders Agreement (Fairmount Santrol Holdings Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Buyer and the Holder or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 12 contracts

Samples: Voting and Payment Agreement (Pharmhouse Corp), Voting and Payment Agreement Voting Agreement (Pharmhouse Corp), Voting and Payment Agreement (Pharmhouse Corp)

Amendments; No Waivers. (a) Any Subject to Applicable Law, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc), Asset Purchase Agreement (American Medical Systems Holdings Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 10 contracts

Samples: Transition Services Agreement (Victoria's Secret & Co.), Transition Services Agreement (Victoria's Secret & Co.), Transition Services Agreement (Victoria's Secret & Co.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoeach party, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 9 contracts

Samples: Distribution Agreement (Goodrich Corp), Distribution Agreement (Enpro Industries Inc), Distribution Agreement (Enpro Industries Inc)

Amendments; No Waivers. (a) Any provision provisions of this Agreement may be amended or waived prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoBuyer and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Jupiter Media Metrix Inc), Patent and Exclusive License Purchase Agreement (Xoma Corp /De/), Asset Purchase Agreement (Netratings Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 8 contracts

Samples: Stock Purchase Agreement (DelStaff, LLC), Stock Purchase Agreement (Stover Foundation), Acquisition Agreement (Maximum Dynamics Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be waived or amended or waived if, and only if, such amendment or waiver is in writing and signed, in signed by each of the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Tegal Corp /De/), Asset Purchase Agreement (Tegal Corp /De/), Stock Purchase Agreement (Bexil Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoParent and SpinCo and Acquiror, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 7 contracts

Samples: Merger Agreement (Change Healthcare Inc.), Separation and Distribution Agreement (Change Healthcare Inc.), Separation and Distribution Agreement (Change Healthcare Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoVF and Kontoor Brands, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 7 contracts

Samples: Transition Services Agreement (Kontoor Brands, Inc.), Separation and Distribution Agreement (Kontoor Brands, Inc.), Transition Services Agreement (V F Corp)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions other than the Exchange contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Company and IASG; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 7 contracts

Samples: Contribution Agreement (Integrated Alarm Services Group Inc), Contribution Agreement (Integrated Alarm Services Group Inc), Contribution Agreement (Integrated Alarm Services Group Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all each of the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 7 contracts

Samples: Voting Agreement (Napro Biotherapeutics Inc), Voting Agreement (Hamilton Frederic C), Voting Agreement (Aavid Thermal Technologies Inc)

Amendments; No Waivers. (ai) Any provision of this Agreement AGREEMENT may be amended or waived if, and only if, if such amendment or waiver is in writing and signed, in the case of an amendment, amendment by all parties hereto, each Party or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 6 contracts

Samples: Service Agreement, Service Agreement With Posp, Service Agreement With Posp

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoIntelligroup and SeraNova, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 6 contracts

Samples: Distribution Agreement (Seranova Inc), Tax Sharing Agreement (Seranova Inc), Distribution Agreement (Seranova Inc)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Seller and Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 6 contracts

Samples: Purchase Agreement (Liquid Media Group Ltd.), Purchase Agreement (First Colombia Development Corp.), Common Stock Purchase Agreement (Entrust Financial Services Inc)

Amendments; No Waivers. (ai) Any Subject to applicable law, any provision of this Agreement may be amended or waived ifwaived, and but only if, if such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 6 contracts

Samples: Voting Agreement (Omnipoint Corp \De\), Agreement (Omnipoint Corp \De\), Agreement (Omnipoint Corp \De\)

Amendments; No Waivers. (a) Any This Agreement or any term or provision hereof may not be amended, changed or modified except with the written consent of this Agreement may both Parties. No waiver of any right hereunder shall be amended or waived if, and only if, effective unless such amendment or waiver is signed in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party Party against whom the such waiver is sought to be effectiveenforced.

Appears in 6 contracts

Samples: Royalty Interest Acquisition Agreement (Albireo Pharma, Inc.), Protective Rights Agreement (Healthcare Royalty, Inc.), Royalty Interest Acquisition Agreement (Supernus Pharmaceuticals Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoAnadarko and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Tax Sharing Agreement (Western Gas Equity Partners, LP), Tax Sharing Agreement, Tax Sharing Agreement (Western Gas Partners LP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Affymetrix Inc), Recapitalization Agreement (Sunburst Hospitality Corp), Agreement and Plan of Merger (Saga Systems Inc /De/)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Sellers and the Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Zenitech Corp), Stock Purchase Agreement (Lyons Liquors Inc.), Share Purchase Agreement (Sierra Resource Group Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Voting Agreement (Franklin Covey Co), Amended and Restated Shareholders Agreement (Franklin Covey Co), Voting and Standstill Agreement (Hexion Specialty Chemicals, Inc.)

Amendments; No Waivers. (a) Any provision of this LLC Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Members, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Metaldyne Corp), Stock Purchase Agreement (Trimas Corp), Asset Purchase Agreement (Trimas Co LLC)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoBuyer and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Stock Purchase Agreement (360 Global Wine Co), Stock Purchase Agreement (360 Global Wine Co), Asset Purchase Agreement (Queryobject Systems Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoPurchaser and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Magellan Health Services Inc), Stock Purchase Agreement (Parker Drilling Co /De/), Stock Purchase Agreement (Gulf Island Fabrication Inc)

Amendments; No Waivers. (a) Any provision provisions of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Buyer and Seller or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Purchase Agreement (Ligand Pharmaceuticals Inc), Purchase Agreement (Ligand Pharmaceuticals Inc), Purchase Agreement (Ligand Pharmaceuticals Inc)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Seller and the Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Share Purchase Agreement (Willing Holding, Inc.), Common Stock Purchase Agreement (R&r Acquisition Iv, Inc), Common Stock Purchase Agreement (Xiangtian (Usa) Air Power Co., Ltd.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company and Parent or, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Binc Acquisition Corp), Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Whittaker Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoL Brands and VS, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Victoria's Secret & Co.), Separation and Distribution Agreement (Victoria's Secret & Co.), Separation and Distribution Agreement (Bath & Body Works, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Stockholder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No amendment or waiver by the Company shall be effective unless approved by a majority of the Independent Directors.

Appears in 4 contracts

Samples: Governance Agreement (Lih Holdings LLC), Governance Agreement (Lund International Holdings Inc), Governance Agreement (Lund International Holdings Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoeach Shareholder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Registration Rights Agreement (Commonwealth Telephone Enterprises Inc /New/), Registration Rights Agreement (Level 3 Delaware Holdings Inc), Registration Rights Agreement (Commonwealth Telephone Enterprises Inc /New/)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoXxxxxx Xxxxxxx and Discover, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Discover Financial Services), Separation and Distribution Agreement (Discover Financial Services), Separation and Distribution Agreement (Discover Financial Services)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoeach Investor and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Morgan Stanley Dean Witter & Co), Securities Purchase Agreement (Morgan Stanley Dean Witter & Co), Securities Purchase Agreement (Frontstep Inc)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Seller and Purchasers; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (North American Technologies Group Inc /Mi/), Common Stock Purchase Agreement (Email Real Estate Com Inc), Common Stock Purchase Agreement (Aerobic Creations, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoParties, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Voting Agreement (Frank's International N.V.), Voting Agreement (Eagle Rock Energy Partners L P), Mutual Release Agreement (Eagle Rock Energy Partners L P)

Amendments; No Waivers. (ai) Any Subject to applicable law, any provision of this Agreement may be amended or waived ifwaived, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: 1 Agreement (Stanton John W), Agreement (Goldman Sachs Group Inc), Agreement (Hellman & Friedman Investors Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, if such amendment or waiver is in writing and signed, in the case of an amendment, by the Escrow Agent and all parties heretoof the Escrow Parties or, or in the case of a waiver, by the party Escrow Party against whom the waiver is to be effectiveenforced.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Jaharis Mary), Stock Purchase Agreement (Kos Pharmaceuticals Inc), Form of Escrow Agreement (Internet Capital Group Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, if and only if, if such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Asset and Stock Purchase Agreement (Roller Bearing Co of America Inc), Asset Purchase Agreement (Bremen Bearings Inc), Asset Purchase Agreement (Roller Bearing Co of America Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company and Stockholder, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Stockholders Agreement (Omega Healthcare Investors Inc), Stockholders Agreement (Explorer Holdings Lp), And Restated Stockholders Agreement (Omega Healthcare Investors Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoHalliburton and KBR, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Tax Sharing Agreement (Halliburton Co), Tax Sharing Agreement (Kbr, Inc.), Tax Sharing Agreement (Kbr, Inc.)

Amendments; No Waivers. (a) Any provision provisions of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoBuyer and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Asset Purchase Agreement (24/7 Real Media Inc), Assignment and Assumption Agreement (Magna Lab Inc), Asset Purchase Agreement (Life Medical Sciences Inc)

Amendments; No Waivers. (a) Any No provision of this Agreement may be amended or waived if, and only if, unless such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 4 contracts

Samples: Asset Purchase Agreement (rVue Holdings, Inc.), Asset Purchase Agreement (Argo Digital Solutions Inc), Asset Purchase Agreement (Zvue Corp)

Amendments; No Waivers. (a) Any Subject to applicable law, any provision of this Agreement may be amended or waived ifwaived, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Omnipoint Corp \De\), Securities Purchase Agreement (Voicestream Wireless Holding Corp), Securities Purchase Agreement (Voicestream Wireless Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Seller and Buyer or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Security National Financial Corp), Asset Purchase Agreement (Texas Instruments Inc), Asset Purchase Agreement (Raytheon Co)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoDelta Woodside, Delta Apparel and Duck Head, or in the case of a waiver, by the party or parties against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Dh Apparel Co Inc), Tax Sharing Agreement (Delta Woodside Industries Inc /Sc/), Tax Sharing Agreement (Delta Apparel Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoAlon Energy and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement by And, Tax Sharing Agreement (Alon USA Energy, Inc.), Tax Sharing Agreement (Alon USA Partners, LP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoValero and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Valero Energy Partners Lp), Tax Sharing Agreement, Tax Sharing Agreement (Valero Energy Partners Lp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Investor and the Company or, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Neorx Corp), Distribution and Supply Agreement (Neorx Corp), Stock Purchase Agreement (Neorx Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, signed by the party against whom the waiver is to parties that would be effectiveaffected by such amendment or waiver.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Rj Reynolds Tobacco Holdings Inc), Tax Sharing Agreement (Nabisco Group Holdings Corp), Tax Sharing Agreement (Nabisco Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoFRP and Patriot, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.), Separation and Distribution Agreement (FRP Holdings, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Shareholder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Registration Rights Agreement (Amgen Inc), Registration Rights Agreement (Amgen Inc), Registration Rights Agreement (Bny Capital Vii)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoDBE and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Viper Energy Partners LP), Tax Sharing Agreement, Tax Sharing Agreement (Viper Energy Partners LP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoCEI and Holdings, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Cheniere Energy Partners LP Holdings, LLC), Tax Sharing Agreement (Cheniere Energy Partners LP Holdings, LLC), Tax Sharing Agreement

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoADS and Loyalty Ventures, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Loyalty Ventures Inc.), Separation and Distribution Agreement (Alliance Data Systems Corp), Separation and Distribution Agreement (Loyalty Ventures Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoXxxxxx Oil and Xxxxxx USA, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Murphy USA Inc.), Separation and Distribution Agreement (Murphy Oil Corp /De), Separation and Distribution Agreement (Murphy USA Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoFRP and Patriot, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Employee Matters Agreement (FRP Holdings, Inc.), Employee Matters Agreement (New Patriot Transportation Holding, Inc.), Employee Matters Agreement (New Patriot Transportation Holding, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoCVS and Linens, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Stockholder Agreement (CVS Corp), Stockholder Agreement (Linens N Things Inc), Stockholder Agreement (Linens N Things Inc)

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Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Seller and Purchaser or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Borden Chemicals & Plastics Limited Partnership /De/), Purchase Agreement (Borden Chemicals & Plastics Limited Partnership /De/), Share Purchase Agreement (Scottish Annuity & Life Holdings LTD)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoSWBI and AOUT, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Smith & Wesson Brands, Inc.), Separation and Distribution Agreement (American Outdoor Brands, Inc.), Separation and Distribution Agreement (American Outdoor Brands, Inc.)

Amendments; No Waivers. (a) Any Subject to applicable Law, any provision of this Agreement may be amended or waived prior to the Closing if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretohereto or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Restructuring Agreement (Aol Time Warner Inc), Restructuring Agreement (American Television & Communications Corp), Restructuring Agreement (At&t Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoto this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that no such amendment or waiver by the Company shall be effective without the approval of a majority of the Noninvestor Directors.

Appears in 3 contracts

Samples: Governance Agreement (Dreyers Grand Ice Cream Inc), Governance Agreement (New December Inc), Governance Agreement (Nestle Holdings Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver has been approved pursuant to Section 3 (or, during the Post-Ten Year Anniversary Period, pursuant to Section 16) and is in writing and signed, in the case of an amendment, by all the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Supplemental Agreement (Continental Airlines Inc /De/), Supplemental Agreement (Newbridge Parent Corp), Supplemental Agreement (Newbridge Parent Corp)

Amendments; No Waivers. (a) Any 18.2.1. Subject to Applicable Law, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all both parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Asset Purchase Agreement (RedHill Biopharma Ltd.), Asset Purchase Agreement (RedHill Biopharma Ltd.), Asset Purchase Agreement (RedHill Biopharma Ltd.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretothe Company, the Sellers and Purchasers; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Creative Vistas Inc), Common Stock Purchase Agreement (Miller Capital Corp), Common Stock Purchase Agreement (Creative Vistas Inc)

Amendments; No Waivers. (a) Any provision of this Agreement ---------------------- may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company, or Parent and Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; however, any waiver or amendment shall be effective against a party only if the board of directors of such party approves such waiver or amendment.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Raceland Truck Plaza & Casino LLC), Agreement and Plan of Merger (Raceland Truck Plaza & Casino LLC), Agreement and Plan of Merger (Black Hawk Gaming & Development Co Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoMRD and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Tax Sharing Agreement, Tax Sharing Agreement (Memorial Production Partners LP), Tax Sharing Agreement (Memorial Production Partners LP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver has been approved pursuant to Section 2.02 and is in writing and signed, in the case of an amendment, by all the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Governance Agreement (Northwest Airlines Corp), Governance Agreement (Northwest Airlines Corp), Governance Agreement (Continental Airlines Inc /De/)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all the parties hereto, hereto or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Purchase Agreement (Listerhill Total Maintenance Center LLC), Investment Commitment Agreement (Canadian National Railway Co), Conformed Copy (Canadian National Railway Co)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoMasco and TopBuild, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 3 contracts

Samples: Employee Matters Agreement, Employee Matters Agreement (TopBuild Corp), Employee Matters Agreement (TopBuild Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoNiSource and MLP and OpCo, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Columbia Pipeline Partners LP), Tax Sharing Agreement (Columbia Pipeline Partners LP)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoXxxxxx and SpinCo and Acquiror, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Merger Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Shareholders and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Shareholders Agreement (Mandel Jack N), Shareholders Agreement (Premier Industrial Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoShareholder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Standstill Agreement (Us Industries Inc /De), Registration Rights Agreement (Aetna Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Expiration Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Artecon and the Holder or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Form of Voting Agreement (Artecon Inc /De/), Voting Agreement (Box Hill Systems Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoXxxxxxxx 66 and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Phillips 66 Partners Lp), Tax Sharing Agreement (Phillips 66 Partners Lp)

Amendments; No Waivers. (a) Any Except as set forth in Section 2.01(a), any provision of this Agreement may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoeach party to this Agreement or, or in the case of a waiver, by the each party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Catherines Stores Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Assignor and the Assignee, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Purchase and Assignment of Rights Agreement (Biopack Environmental Solutions Inc.), Assignment of Rights Agreement (I-Web Media, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoPerkinElmer and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Governance Agreement (Genomic Solutions Inc), Governance Agreement (Genomic Solutions Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived subject to the requirements of applicable law if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoPurchaser and the Authority, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Share Option Agreement (Puerto Rico Telephone Co Inc), Stock Purchase Agreement (Puerto Rico Telephone Co Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoGlobal and Qwest, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Agreement (Qwest Communications International Inc), Agreement (Global Crossing Holdings LTD)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company, Aperian and Merger Sub or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Agreement And (Aperian Inc), Agreement and Plan of Merger (Craig Kevin P)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time, if, and only if, such the amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Company, Parent and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cb Richard Ellis Group Inc), Agreement and Plan of Merger (Trammell Crow Co)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions other than the Exchange contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties hereto, the Company and the Members; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Contribution Agreement (Center for Wound Healing, Inc.), Member Interest Purchase Agreement (Universal Bioenergy, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoRakepoll and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that following the Closing Date no such amendment or waiver by the Company shall be effective without the approval of a majority of the Independent Directors.

Appears in 2 contracts

Samples: Agreement (Rakepoll Finance N V), S Agreement (Gensia Inc)

Amendments; No Waivers. (ai) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoSWS and Westwood, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Transition Services Agreement (Westwood Holdings Group Inc), Transition Services Agreement (Westwood Holdings Group Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoeach member of the Stockholder Group and the Company, or in the case of a waiver, by the party or parties against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Standstill Agreement (Alpine Capital Lp), Standstill Agreement (McMoran Exploration Co /De/)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Expiration Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, Parent and the Holder or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Voting Agreement (Box Hill Systems Corp), Voting Agreement (Artecon Inc /De/)

Amendments; No Waivers. (a) Any provision of this Agreement with respect to transactions contemplated hereby may be amended or waived if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretothe Stockholders, Seller and the Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (MPLC, Inc.), Common Stock Purchase Agreement (Trinad Capital Master Fund Ltd.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, if and only if, if such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoboth parties, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alj Regional Holdings Inc), Asset Purchase Agreement (Alj Regional Holdings Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by all parties heretoMasco and TopBuild, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (TopBuild Corp), Separation and Distribution Agreement (Masco Corp /De/)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoRalcorp and New Ralcorp or, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Sharing Agreement (New Ralcorp Holdings Inc), Tax Sharing Agreement (Ralcorp Holdings Inc /Mo)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoThe Limited and Too, Inc., or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Distribution Agreement (Too Inc), Distribution Agreement (Too Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoXxxxxx Oil and Xxxxxx USA, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Employee Matters Agreement (Murphy USA Inc.), Employee Matters Agreement (Murphy Oil Corp /De)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoEPD and the Partnership, or in the case of a waiver, by the party Party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Oiltanking Partners, L.P.), Tax Sharing Agreement

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretothe Purchaser and the Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RxElite, Inc.), Stock Purchase Agreement (Magellan Health Services Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties heretoELM and Company, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that no such amendment or waiver shall be effective without the approval of a majority of the Independent Directors.

Appears in 2 contracts

Samples: Governance Agreement (Dna Plant Technology Corp), Governance Agreement (Bionova U S Inc)

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