Common use of Modifications, Amendments and Waivers Clause in Contracts

Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Modifications, Amendments and Waivers. Upon This Agreement may not be modified or amended except by an instrument or instruments in writing that expressly states that it is modifying or amending this Agreement and that is signed by the written consent of Company, XP Controle, G.A., IUH, IUPAR and Itaúsa, in each case, so long as such Shareholder still holds Registrable Shares. Any party hereto (a) or the Company and (b) the Holders holders of a majority of the total Registrable SecuritiesShares then owned by the Shareholders) may, only by an instrument in writing that expressly states that it is waiving compliance with this Agreement, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. Notwithstanding the foregoing, the terms and conditions of this Agreement as they apply to any Holder of the provisions, covenants and conditions set forth Company’s securities or related parties may not be modified or amended in this Agreement may be waived, or any manner that results in a non-pro rata material adverse effect on the rights of such provisions, covenants or conditions may be amended or modified; provided, however, that in Holder without the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the prior written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company any party in exercising any rights right or remedies under this Agreement remedy hereunder shall operate as a waiver of thereof, nor will any rights or remedies of any Holder or the Company. No single or partial exercise of any rights right or remedies under this Agreement by a party shall operate as a waiver power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies hereunder or thereunder by such partythat they would otherwise have hereunder.

Modifications, Amendments and Waivers. Upon Prior to the Closing, upon the written consent of Rubicon and the Company, and from and after the Closing, upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Modifications, Amendments and Waivers. Upon the written consent of (a) This Agreement may not be modified or amended except by an instrument or instruments in writing that expressly states that it is modifying or amending this Agreement and that is signed by the Company and a Shareholder Majority. Any party hereto (bor a Shareholder Majority) may, only by an instrument in writing that expressly states that it is waiving compliance with this Agreement, waive compliance by any other party or parties hereto with any term or provision hereof on the Holders part of a majority such other party or parties hereto to be performed or complied with. Notwithstanding the foregoing, the terms and conditions of this Agreement as they apply to any Holder of the total Registrable Securities, compliance with Company’s securities or related parties may not be modified or amended in any of manner that results in a non-pro rata material adverse effect on the provisions, covenants and conditions set forth in this Agreement may be waived, or any rights of such provisions, covenants or conditions may be amended or modified; provided, however, that in Holder without the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the prior written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company any party in exercising any rights right or remedies under this Agreement remedy hereunder shall operate as a waiver of thereof, nor will any rights or remedies of any Holder or the Company. No single or partial exercise of any rights right or remedies under this Agreement by a party shall operate as a waiver power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies hereunder or thereunder by such partythat they would otherwise have hereunder.

Modifications, Amendments and Waivers. Upon Except as expressly provided otherwise in Article VIII and Article IX, at any time prior to the Closing Date, the parties hereto may, by written consent agreement signed by the parties (A) extend the time for the performance of (a) the Company and (b) the Holders of a majority any of the total Registrable Securitiesobligations or other acts of the parties hereto, (B) waive any inaccuracies in the representations and warranties contained in this Agreement or in any schedule or document delivered pursuant hereto and/or (C) waive compliance with any of the provisions, covenants and conditions set forth or agreements contained in this Agreement may be waivedAgreement. At any time prior to the Closing Date, if authorized by their respective Boards of Directors, the parties hereto may, by written agreement, amend or supplement any of such provisionsthe provisions of this Agreement. Any written instrument or agreement referred to in this Section 13.8, covenants if executed prior to the Closing, shall be validly and sufficiently authorized for the purposes of this Agreement if signed, on behalf of Contributors, Holdings, Subsidiary and Recipient, by persons authorized to sign this Agreement. No failure or conditions may delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be amended cumulative and not exclusive of any rights or modifiedremedies provided by law; provided, however, that in no event shall any party hereto be required to make the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part completely whole under two (2) different legal theories of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such partyrecovery.

Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this This Agreement may not be waivedmodified or amended except by an instrument or instruments in writing signed by each party hereto. Any party hereto may, or any of such provisionsonly by an instrument in writing, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and waive compliance by any other party hereto with any term or any failure or delay provision hereof on the part of a Holder such other party hereto to be performed or the Company complied with. No failure or delay of any party in exercising any rights right or remedies under this Agreement remedy hereunder shall operate as a waiver of thereof, nor will any rights or remedies of any Holder or the Company. No single or partial exercise of any rights right or remedies under this Agreement by a party shall operate as a waiver power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies hereunder that they would otherwise have hereunder. Seller hereby agrees that it shall not agree to modify, amend or thereunder by such partywaive any provision of the SPRA in a manner that materially and adversely affects the economic interests of Buyer without Buyer’s consent, which shall not be unreasonably withheld or delayed.

Modifications, Amendments and Waivers. Upon the written consent of (a) This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Company and (b) the Holders of a majority prior to consummation of the total Registrable SecuritiesClosing), compliance with any of Buyer and the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modifiedStockholders’ Representative; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, Schedule 1.1(b)(i) shall also require the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holdereach Stockholder. Any party hereto (or, the written consent Stockholders’ Representative on behalf of such Holder will also be required. No course of dealing between any Holder or the Company and Stockholder) may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or any failure or delay provision hereof on the part of a Holder such other party or the Company parties hereto to be performed or complied with. No failure or delay of any party in exercising any rights right or remedies under this Agreement remedy hereunder shall operate as a waiver of thereof, nor will any rights or remedies of any Holder or the Company. No single or partial exercise of any rights right or remedies under this Agreement by a party shall operate as a waiver power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies hereunder or thereunder by such partythat they would otherwise have hereunder.

Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further provided, further, that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided, further, that notwithstanding the foregoing, any amendment or modification hereto or waiver hereof shall also require the written consent of (i) the Sponsor, so long as the Sponsor and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company, and (ii) Greensoil, so long as Greensoil and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Section 5.9.