Common use of Extension of Time, Waiver, Etc Clause in Contracts

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party Party that is the intended beneficiary of the relevant provision of this Agreement, may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party heretoParty, (b) extend the time for the performance of any of the obligations or acts of any other party heretoParty, (c) waive compliance by the any other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions or (d) make or grant any consent under this Agreement; provided, however, that neither the Partnership nor the Partnership GP Board may (if acting on behalf of the Partnership, but not if acting on behalf of itself) shall take or authorize any such action unless it has been approved in writing by without the prior approval of the GP Board (after consulting with the GP Conflicts Committee). Notwithstanding the foregoing, no failure or delay by the Partnership, the General PartnerPartnership GP, Parent, Holdings Parent or Merger Sub 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 any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyParty.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the any other party hereto with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that neither the Partnership nor the Partnership GP Board may not shall take or authorize any such action unless it has been approved in writing by without the prior approval of the GP Board (after consulting with the GP Conflicts Committee). Notwithstanding the foregoing, no failure or delay by the Partnership, the General PartnerPartnership GP, Parent, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party Parent and (with the approval of the Conflicts Committee) the Partnership may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any the other party heretoparty, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto, or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committeeforegoing). Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, solely as to itself: (ai) waive any inaccuracies in the representations and warranties of any other party hereto, ; (bii) extend the time for the performance of any of the obligations or acts of any other party hereto; or (iii) to the extent permitted by applicable Law, (c) waive compliance by the any other party with any of the agreements contained herein in this Agreement or, except as otherwise provided hereinin this Agreement, waive any of such party’s conditions or (d) make or grant any consent under set forth in this Agreement; provided, howeverin each case, that the GP Board may not take including agreements and conditions set forth in any annex or authorize any such action unless it has been approved in writing by the Conflicts Committeeexhibit attached hereto. Notwithstanding the foregoing, no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub Purchaser in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub any P66 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.

Extension of Time, Waiver, Etc. 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; provided, however, that after adoption of this Agreement by the holders of Company Common Stock (if applicable), no waiver shall be made which would pursuant to applicable Law require further approval by such holders without obtaining such further approval; (b) extend the time for the performance of any of the obligations or acts of any other party hereto, ; or (c) to the extent permitted by applicable Law, waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under in this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Merger Subsidiary or Merger Sub Parent in exercising any right hereunder shall operate as a waiver thereof of rights, nor shall any single or partial exercise thereof of such rights preclude any other or further exercise thereof of such rights 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board General Partner may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, Holdings, the General Partner, Parent, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board General Partner may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub any Parent 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.

Extension of Time, Waiver, Etc. At any time prior to the Merger Effective Time, any party maymay (through the Special Committee, in the case of SiriusXM), 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, hereto or (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or conditions; provided that any waiver of Section 7.3(d) shall require the prior written consent of each Lender (d) make or grant any consent under this as defined in the Margin Loan Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee). Notwithstanding the foregoing, no failure or delay by the PartnershipLiberty, the General PartnerSplitCo, Parent, Holdings or Merger Sub or SiriusXM 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board General Partner may not take or authorize any such action unless it has been approved in writing advance by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party Party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party Party hereto, (c) waive compliance by the other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions or (d) make or grant any consent under this Agreement; provided, however, that neither the Partnership nor the Partnership GP Board may not shall take or authorize any such action unless it has been approved in writing by without the prior approval of the GP Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General PartnerPartnership GP, ParentTLP Holdings, Holdings Parent or Merger Sub 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 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 partyParty.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable LawLaws, (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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the Managing GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parentthe Managing GP, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. 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, hereto or (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreementconditions; provided, however, that, in the case of the Company following the Purchase Date, the Independent Director Approval contemplated by Section 1.3 is obtained; provided, further, however, that notwithstanding anything to the GP Board contrary in the foregoing, the conditions contained in Annex A hereto (other than the Minimum Condition) are for the benefit of Parent and Purchaser and may not take be waived by Parent and Purchaser, in whole or authorize in part, at any such action unless it has been approved time and from time to time, in writing by the Conflicts Committeetheir sole discretion. Notwithstanding the foregoing, no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub Purchaser 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the General Partner or the GP Board may not take or authorize any such action unless it has been approved in writing advance by the Partnership Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub any Parent 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, may (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, ; (b) at any time prior to the Purchase Date waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 8.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeOffer, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, DCNA or the General Partner, Parent, Holdings or Merger Sub Purchaser 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.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings EQM LP or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, may (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, ; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the provision of Section 8.14 50 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeOffer, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, Parent or the General Partner, Parent, Holdings or Merger Sub Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any the other party hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto, hereto or (c) waive compliance by the any other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreementconditions; providedprovided that after the Company Stockholder Authorization is obtained, however, that the GP Board there may not take be any extension or authorize waiver of this Agreement or any portion thereof which, by Law or in accordance with the rules of any relevant stock exchange, requires further approval by such action unless it has been approved in writing by the Conflicts Committeestockholders. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings Company or Merger Sub any Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, may (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, ; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 8.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeOffer, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub the Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party Party hereto, (b) extend the time for the performance of any of the 44 obligations or acts of any other party Party hereto, (c) waive compliance by the other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not neither Partnership Party shall take or authorize any such action unless it has been approved in writing by without the prior written approval of the Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub 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 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 partyParty.

Extension of Time, Waiver, Etc. 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, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Audit Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, may (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, ; (b) at any time prior to the Purchase Date waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 8.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein orherein; PROVIDED, except as otherwise provided hereinHOWEVER, waive any in the case of such party’s conditions or (dthe Company following the acceptance of Shares for payment in the Offer, the Independent Director Approval contemplated in Section 1.3(c) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committeeis obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, DCNA or the General Partner, Parent, Holdings or Merger Sub Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party Party that is the intended beneficiary of the relevant provision of this Agreement, may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party heretoParty, (b) extend the time for the performance of any of the obligations or acts of any other party heretoParty, (c) waive compliance by the any other party Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such partyParty’s conditions or (d) make or grant any consent under this Agreement; , provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the GP Conflicts Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings Parent or Merger Sub 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 any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyParty.

Extension of Time, Waiver, Etc. At any time prior to ------------------------------ the Effective Time, any party may, subject to applicable Law, may (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, ; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 8.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeMerger, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub the Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, may (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, ; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the provision of Section 8.14 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeOffer, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, Parent or the General Partner, Parent, Holdings or Merger Sub Purchaser 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.

Extension of Time, Waiver, Etc. 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, hereto or (c) waive compliance by the any other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement's conditions; providedprovided that after the Company Shareholder Approval is obtained, however, that the GP Board there may not take be any extension or authorize waiver of this Agreement or any portion thereof which, by Law or in accordance with the rules of any relevant stock exchange, requires further approval by such action unless it has been approved in writing by the Conflicts Committeeshareholders. Notwithstanding the foregoing, no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub 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.

Extension of Time, Waiver, Etc. At any time prior to ------------------------------- the Effective Time, any party may, subject to applicable Law, may (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, ; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 8.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that in the GP Board may not take or authorize any such action unless it has been approved case of the Company following the acceptance of Shares for payment in writing by the Conflicts CommitteeMerger, the Independent Director Approval contemplated in Section 1.3(c) is obtained. Notwithstanding the foregoing, foregoing no failure or delay by the PartnershipCompany, the General Partner, Parent, Holdings Parent or Merger Sub the Purchaser 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.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, 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, (c) waive compliance by the any other party hereto with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; , provided, however, that the GP Board may Seller shall not take or authorize any such action unless it has been approved in writing by without the Conflicts prior approval of the Special Committee. Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings Seller or Merger Sub Buyer 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.