Extension of Time; Waiver Sample Clauses

Extension of Time; Waiver. At any time prior to the Effective Time, the parties may, to the extent permitted by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other party; (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) waive compliance with or amend, modify or supplement any of the agreements or conditions contained in this Agreement which are for the benefit of the waiving party. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Except as provided in Article 10, the rights and remedies of the parties to this Agreement are cumulative and not alternative. To the maximum extent permitted by applicable Legal Requirements: (x) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (y) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (z) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
Extension of Time; Waiver. At any time prior to the Effective Time, the parties may, by action taken or authorized by their respective Boards of Directors or general partner, as applicable, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, that after the Company Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law or the rules of the Nasdaq Global Select Market requires further approval or adoption by the stockholders of the Company without such further approval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.
Extension of Time; Waiver. At any time prior to the Effective Time, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by the other parties with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions; provided, however, that the WES GP Board or the WGP GP Board may not take or authorize any action under this Section 11.2 or otherwise grant any waiver under this Agreement unless it has first been approved in writing by the WES Special Committee or the WGP Special Committee, as applicable. In the event the WES GP Board or the WGP GP Board takes or authorizes any action under this Section 11.2 or otherwise grants any consent under this Agreement without the concurrence of the WES Special Committee or the WGP Special Committee, as applicable, then the WES Special Committee or the WGP Special Committee, as applicable, may rescind its approval of this Agreement, with such rescission resulting in the rescission ofSpecial Approval” under Section 7.9 of the WES Partnership Agreement and Section 7.10 of the WGP Partnership Agreement, as applicable. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. For the avoidance of doubt, any rescission of “Special Approval” under the WES Partnership Agreement pursuant to the prior sentence shall not, in and of itself, constitute a WES Change in Recommendation under this Agreement.
Extension of Time; Waiver. Except as set forth elsewhere in this Agreement, at any time prior to the Effective Time, the parties may extend the time for performance of or waive compliance with any of the covenants, agreements or conditions of the other parties to this Agreement, and may waive any breach of the representations or warranties of such other parties. No agreement extending or waiving any provision of this Agreement will be valid or binding unless it is in writing and is executed and delivered by or on behalf of the party against which it is sought to be enforced.
Extension of Time; Waiver. The Parties may extend the time for performance of or waive compliance with, any of the covenants, agreements or conditions of the other Party, and may waive any breach of such other Party. No agreement extending or waiving any provision of this Agreement will be valid or binding unless it is in writing and is executed and delivered by or on behalf of the Party against which it is sought to be enforced. No failure on the part of any Party to exercise, or any delay in exercising any right hereunder, will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
Extension of Time; Waiver. At any time prior to the First Closing, the parties may, to the extent legally allowed:
Extension of Time; Waiver. 85 Section 9.5 Governing Law; Jurisdiction; Waiver of Jury Trial. 85 Section 9.6 Specific Performance 87 Section 9.7 Notices 87 Section 9.8 Severability 88 Section 9.9 Entire Agreement; No Third-Party Beneficiaries. 88 Section 9.10Legal Representation; Conflict Waiver 89 Section 9.11Counterparts 89 Section 9.12Definitions. 90 EXHIBITS Exhibit A - Form of Support Agreement Exhibit B - Form of Voting Agreement Exhibit C - Form of Joinder Agreement Exhibit D - Form of Non-Competition Agreement Exhibit E - Form of Certificate of Merger Exhibit F - Form of Written Consent Exhibit G - Form of Parent Capital Increase Resolution Schedule I Parent Consenting Stockholders Schedule II Company Consenting Stockholders Schedule III List of Employees Delivering Non-Competition Agreements Schedule 1.1(f)(i) Parent Board Members Schedule 1.1(f)(ii) Additional Parent Board Members Schedule 4.12 Retention Plan Amount Schedule 6.2(h) Adjusted EBITDA Schedule 6.2(k) Required Payoff Letters Schedule 9.12(a) List of Company Knowledge Individuals Schedule 9.12(b) List of Parent Knowledge Individuals AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 21, 2019 (the “Agreement Date”), is among Spark Networks SE, a European stock corporation (Societas Europaea, SE) with corporate seat in Germany (“Parent”), Chemistry Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Zoosk, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the HoldersRepresentative. Each of Parent, Merger Sub, the Company and the Holders’ Representative are referred to in this Agreement sometimes individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein without definition are defined in Section 9.12.
Extension of Time; Waiver. At any time prior to the Effective Time, X-ceed and Zabit may, to the extent legally allowed: