Common use of Extension; Waiver Clause in Contracts

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each a party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein in this Agreement or in any document, certificate or writing document delivered pursuant hereto to this Agreement or (iiic) subject to the proviso of Section 7.3, waive compliance by any the other party with any of the agreements or conditions contained hereinin this Agreement. Any agreement on the part of any 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. The failure of any party hereto to this Agreement to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each a party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (iib) waive any inaccuracies in the representations and warranties of any the other party parties contained herein in this Agreement or in any document, certificate or writing document delivered pursuant hereto to this Agreement or (iiic) subject to the proviso of Section 7.03, waive compliance by any the other party parties with any of the agreements or conditions contained hereinin this Agreement. Any agreement on the part of any 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. The failure of any party hereto to this Agreement to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party The parties hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of any the other party parties hereto contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iii) waive compliance by any other party with any of the agreements of the other parties hereto or satisfaction of any of the conditions to such party's obligations contained herein. Any agreement on the part of any 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. The failure of any a party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may the parties, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing document delivered pursuant hereto or and (iiic) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party. The failure of any party hereto to this Agreement to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party The parties hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of any the other party parties hereto contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iii) waive compliance by any other party with any of the agreements of the other parties hereto or satisfaction of any of the conditions to such party’s obligations contained herein. Any agreement on the part of any 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. The failure of any a party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may may, only by action taken in writing, (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Newco and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Timetermination of this Agreement, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparty or parties, (iib) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Merger Sub and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, ----------------- each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Timetermination of this Agreement, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its such party’s rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Closing Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any other party, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective ----------------- Closing Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective ----------------- Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party Party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyParty, (ii) waive any inaccuracies in the representations and warranties of any the other party Party contained herein or in any document, document certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party Party with any of the agreements or conditions contained herein. Any agreement on the part of any party Party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such partyParty. The failure of any party Party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (ii) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any 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 and expressly referring to this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each Time any party hereto may may, to the extent legally allowed, (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (iib) waive any inaccuracies in the representations and warranties of any other made to such party contained herein or in any document, certificate or writing document delivered pursuant hereto or and (iiic) waive compliance by any other party with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of any 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. The failure Failure of any party hereto to assert any of its rights hereunder insist on full compliance with each and every representation, warranty, covenant, condition or term shall not constitute a waiver of such rightscreate an estoppel.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any other party, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each ----------------- subject to Section 1.4(c), any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any other the party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto the Parent and the Seller may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate certificate, or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder hereunder, including any decision to consummate the transactions contemplated hereby, shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of ----------------- Parent, Newco and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto the Parent and the Member Representative may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate certificate, or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder hereunder, including any decision to consummate the transactions contemplated hereby, shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior The parties hereto, by action taken or authorized by their respective boards of directors, may, to the Effective Time, each party hereto may extent legally allowed: (i) extend the time for the performance of any of the obligations or other acts of any the other party, parties hereto; (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto; and (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained hereinherein (in whole or in part). Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (iib) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any a party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each either party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of by such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.. ARTICLE 7

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of by such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, ----------------- each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each a party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (iib) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing document delivered pursuant hereto or (iiic) subject to the proviso to the first sentence of Section 7.03, waive compliance by any of the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto may may, only by action taken in writing, (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other another party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iii) subject to the requirements of applicable Law, waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any 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 partyby the party or parties to be bound thereby. The failure of any party hereto to assert any of its rights hereunder or remedies shall not constitute a waiver of such rights.rights or remedies. Table of Contents

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Newco and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (ii) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any a party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any a party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party the parties hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein in this Agreement or in any document, certificate or writing document delivered pursuant hereto to this Agreement or (iiic) subject to the proviso of Section 8.3, waive compliance by any other party with any of the agreements or conditions contained hereinin this Agreement. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party the parties hereto may may, to the extent legally allowed and only if agreed to by all parties hereto: (i) extend the time for the performance of any of the obligations or other acts of any the other party, parties hereto; (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto; and (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may may, only by action taken in writing, (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At Subject to Section 1.03, at any time prior to the Effective Time, each any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (iib) waive any inaccuracies in the representations and warranties of any the other party parties hereto contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iiic) waive compliance by any the other party parties hereto with any of the their agreements or conditions contained herein. Any agreement on the part of any 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 by such party. The failure of any party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Newco and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective ----------------- Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, ----------------- each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Newco and the Company may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each party hereto may Purchaser and Seller may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or of the other acts of any other partyparty hereto, (ii) waive any inaccuracies in the representations and warranties of any other made to such party contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iii) waive compliance by any other party with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of any 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. The No delay or failure of by any party hereto to assert any of its rights hereunder or remedies shall not constitute a waiver of such rightsrights or remedies.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.. ARTICLE 8

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such 58 68 party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to before the Effective Time, each subject to Section 1.4(c), any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any other the party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of ----------------- Parent, Newco and the Company may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may may, only by action taken in writing, (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto Buyers and Seller may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each either party hereto may to the extent legally allowed (i) extend the time for the performance of any of the obligations or other acts of any the other partyparty hereto, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto by the other party hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained hereinherein by the other party hereto. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, ; (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto; or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto of Parent, Newco and the Company may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an any instrument in writing signed on behalf of such party. The failure or delay of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party the parties hereto may may, to the extent permitted by applicable Law and subject to this Article VII, (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing document delivered pursuant hereto hereto, or (iiic) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any a party hereto to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto the parties may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of contained herein by any other applicable party contained herein or in any document, certificate or writing delivered pursuant hereto by any other applicable party, or (iii) subject to the terms hereof, waive compliance by any other party with any of the agreements or conditions of the other parties contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of such partyby party granting the extension or waiver. The failure of any a party hereto to assert any of its rights hereunder shall under this Agreement will not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto Either Party may (ia) extend the time for the performance of any of the obligations or other acts of any other partyParty contained herein, (iib) waive any inaccuracies in the representations and warranties of any other party Party contained herein or in any document, certificate or other document or writing delivered by any other Party pursuant hereto or (iiic) waive compliance by any other party Party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto Party to any such extension or waiver shall be valid only if set forth in an a written instrument in writing signed on behalf of such partyParty. The failure of any party hereto Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party any Party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyParty hereto, (iib) waive any inaccuracies in the representations and warranties of any the other party Party hereto contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iiic) waive compliance by any the other party Party hereto with any of the their agreements or conditions contained herein. Any agreement on the part of any party 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 by such partyParty. The failure of any party Party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) subject to Section 9.9, waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing ----------------- Date, each party hereto may but shall not be required to (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The by the parties hereto, and the failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rightsrights absent such instrument in writing.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyparties hereto, (iib) waive any inaccuracies in the representations and warranties of any the other party parties hereto contained herein or in any document, certificate or writing document delivered pursuant hereto or hereto, and (iiic) waive compliance by any the other party parties hereto with any of the their agreements or conditions contained herein. Any agreement on the part of any 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 by such party. The failure of any party hereto to assert any of its rights hereunder under this Agreement or otherwise shall not constitute a waiver of such those rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.. 30 <PAGE> ARTICLE 7

Extension; Waiver. At any time prior to the Effective TimeSecond Closing, each party hereto may may, only by action taken in writing, (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, ----------------- each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing, each any party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any other party, (iib) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto either Party may (ia) extend the time for the performance of any of the obligations or other acts of any the other partyParty, (iib) waive any inaccuracies in the representations and warranties of any the other party Party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party Party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto Party to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such partyParty. The failure of any party hereto Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, ----------------- each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, document certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights. The waiver by any party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may in its sole and absolute discretion (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each ----------------- party hereto may but shall not be required to (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The by the parties hereto, and the failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rightsrights absent such instrument in writing.

Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and or warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective ----------------- Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other partyparties, (ii) waive any inaccuracies in the representations and warranties of any the other party parties contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party parties with any of the agreements or conditions contained herein. Any agreement on the part of any 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 and expressly referring to this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may but shall not be required to (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The by the parties hereto, and the failure of any party hereto to assert any of its rights hereunder and shall not constitute a waiver of such rightsrights absent such instrument in writing.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each either party hereto may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either party hereto to any such extension or waiver shall be valid only if set forth in an instrument instrument, in writing writing, signed on behalf of by such party. The failure of any either party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.. 18

Extension; Waiver. At any time prior to The Company, on the Effective Timeone hand, each party hereto and Parent, on the other hand, may (i) extend the time for the performance of any of the obligations or other acts of any the other party, (ii) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iii) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any 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. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

Extension; Waiver. At any time prior to the Effective TimeClosing Date, each party hereto may but shall not be required to (ia) extend the time for the performance of any of the obligations or other acts of any the other party, (iib) waive any inaccuracies in the representations and warranties of any the other party contained herein or in any document, certificate or writing delivered pursuant hereto hereto, or (iiic) waive compliance by any the other party with any of the agreements or conditions contained herein. Any agreement on the part of any either 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. The by the parties hereto, and the failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rightsrights absent such instrument in writing.