Common use of Extension of Time; Waiver Clause in Contracts

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, if required), 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 or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party or 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, covenants or conditions of the other party or parties contained herein; provided, however, that, after the Company Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders 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. Except as otherwise provided herein, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Infinity Property & Casualty Corp), Agreement and Plan of Merger (KEMPER Corp)

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Extension of Time; Waiver. At any time prior to the Effective Time, the parties may (may, by action taken or authorized by their respective boards Boards of directors, if required)Directors, 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 or parties hereto, as applicableparties, (b) waive any inaccuracies in the representations and warranties of the other party or parties set forth in this Agreement or any document delivered pursuant hereto hereto, or (c) subject to applicable Law, waive compliance with any of the agreements, covenants agreements or conditions of the other party or parties contained herein; provided, however, that, that after the Company DENTSPLY Shareholder Approval or the Sirona Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders of the Company DENTSPLY or shareholders of Sirona, as applicable, 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. Except as otherwise provided herein, the 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)

Extension of Time; Waiver. At any time prior to the Effective Time, the parties Parties may (by action taken or authorized by their respective boards of directors, if required), 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 Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party Party or parties 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, covenants agreements or conditions of the other party Party or parties Parties contained herein; provided, however, that, that after the Company Shareholder Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders stockholders of the Company without such further approval or adoption. Any agreement on the part of a party 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 partyParty or Parties, as applicable. No failure or delay of any party 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. Except as otherwise provided herein, the rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Remy International, Inc.), Agreement and Plan of Merger (Borgwarner Inc)

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, if required), 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 or parties hereto, as applicable, (b) waive any inaccuracies 103 in the representations and warranties of the other party or 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, covenants or conditions of the other party or parties contained herein; provided, however, that, that after the Company Shareholder Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders 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. Except as otherwise provided herein, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bats Global Markets, Inc.), Agreement and Plan of Merger (CBOE Holdings, Inc.)

Extension of Time; Waiver. At any time prior to the First Effective Time, the parties Parties may (by action taken or authorized by their respective boards of directors, if required), 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 Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party Party or parties 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, covenants agreements or conditions of the other party Party or parties Parties contained herein; provided, however, that, that after the Company Shareholder Approval has been obtainedAcceptance Time, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders stockholders of the Company without such further approval or adoption. Any agreement on the part of a party 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 partyParty or Parties, as applicable. No failure or delay of any party 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. Except as otherwise provided herein, the rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zulily, Inc.)

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Extension of Time; Waiver. At any time prior to the Effective TimeClosing Date, the parties may (by action taken or authorized by their respective boards of directors, if required), 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 or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party or 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, covenants agreements or conditions of the other party or parties contained herein; provided, however, that, that after the Company Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders 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 partyparty or parties, as applicable. 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. Except as otherwise provided herein, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microchip Technology Inc)

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 directorsany party may, in each case, if required)set forth in writing signed by the party granting the waiver or extension, and subject to the extent permitted by applicable 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 the any other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party or parties set forth in this Agreement or any document delivered pursuant hereto ; or (c) subject to applicable Law, waive compliance by the other party with any of the agreementsagreements contained herein or, covenants or conditions of the other party or parties contained except as otherwise provided herein; provided, however, that, after the Company Shareholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders of the Company without such further approval or adoption. Any agreement on the part of a party to waive 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’s conditions. No Notwithstanding anything to the contrary contained herein, no failure or delay of any party by the Company, Parent, Merger Sub or Holders’ Representative, in exercising any right or remedy hereunder shall operate as a waiver thereof, 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, 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 powerwaiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Except as otherwise provided hereinFor purposes of this Section 8.4, the rights Equityholders agree that any extension or waiver signed by the Holders’ Representative shall be binding upon and remedies of the parties hereunder are cumulative and are effective against all Equityholders whether or not exclusive of any rights they have signed such extension or remedies which they would otherwise have hereunderwaiver.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)

Extension of Time; Waiver. At any time prior to the Effective Time, the parties Parties may (by action taken or authorized by their respective boards of directors, if required), 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 Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties of the other party Party or parties Parties set forth in this Agreement or any document delivered pursuant hereto hereto, or (c) subject to applicable Law, waive compliance with any of the agreements, covenants agreements or conditions of the other party Party or parties Parties contained herein; provided, however, that, that after the Company Shareholder Merger Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders stockholders of the Company without such further approval or adoption. Any agreement on the part of a party 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 partyParty or Parties, as applicable. No failure or delay of any party 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. Except as otherwise provided herein, the rights and remedies of the parties Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sevcon, Inc.)

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