Common use of Waiver of Compliance; Consents Clause in Contracts

Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Purchaser or and Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of any of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, parties to comply with any obligation, representation, warranty, covenant, agreement agreement, or condition herein may be waived by Purchaser, on the one hand, or party entitled to the Company, on the other hand, benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.7.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.38.5.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Parent and Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section SECTION 8.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Parent and Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.2.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the CompanyBuyer Parties, on one hand, and the Company Parties, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, Buyer or the Company, on the other handas applicable, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any either party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.4.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.4.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Parent and Merger Sub, Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser Parent or Merger Sub, Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.10.4. ------------ 10.5

Waiver of Compliance; Consents. Any failure of the CompanyParent or the Buyer, on the one hand, or Purchaser or Merger Subthe Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one handParent or the Buyer, or the CompanySeller, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect toco, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the CompanySeller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySeller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.5.

Waiver of Compliance; Consents. Any failure of the CompanyParent or Merger Sub, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 10.2, be waived by PurchaserParent, on the one hand, Merger Sub or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.3 and in Section 10.2.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the CompanyBuyer, on one hand, and the Company Parties, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3SECTION 11.4.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Parent and Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Purchaser or and Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. 60 Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any failure of the Companyeither Seller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySeller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.6.

Waiver of Compliance; Consents. Any failure of the CompanyParent or Merger Sub, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaserthe Company or Parent or Merger Sub, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.2.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer or Acquisition, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 3.01(b)and 3.02(b) of this Agreement) may be waived by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed in writing by the party granting such waiverCompany or by Buyer, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.04.

Waiver of Compliance; Consents. Any failure of the CompanySeller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySeller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3‎7.5.

Waiver of Compliance; Consents. Any failure of the CompanySeller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySeller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.6.

Waiver of Compliance; Consents. Any failure of the Company, Purchaser on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Company or the Purchaser, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3Section.

Waiver of Compliance; Consents. Any failure of the Company, Companies on the one hand, or Purchaser or Merger Sub, the Consultants on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by Purchaser, on the one handCompanies or the Consultants, or the Company, on the other handany of them, only by a written instrument signed by an officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3writing.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of any of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein or in the Purchase Price may be waived by Purchaser, on the one hand, or party entitled to the Company, on the other hand, benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.36(d).

Waiver of Compliance; Consents. Any failure of the CompanyBuyer, on the one hand, or Purchaser or Merger SubSellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserSellers (with respect to any failure by Buyer) or by Buyer (with respect to any failure by Sellers), on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.3.

Waiver of Compliance; Consents. Any failure of Seller and the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Seller on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. Any failure of the CompanyCompany and any Seller, on the one hand, or Purchaser or Merger Subthe Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaserthe Buyer, on the one hand, or the CompanyCompany and a majority in interests of the Seller, on the other hand, and then only by a written instrument signed by the party Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.6.

Waiver of Compliance; Consents. Any failure of the CompanyDOT, on B&M or the one hand, or Purchaser or Merger Sub, on the other hand, Company to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaserthe Company, on the one hand, or the CompanyDOT, and B&M, on the other hand, only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.3.

Waiver of Compliance; Consents. Any failure of the CompanyPurchaser, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Company or Purchaser, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiverwaiver (and, in the case of the Company, approved by the Special Committee in accordance with the provisions of Section 9.2(b), if applicable), but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. Any failure of the Company, Seller on the one hand, or Purchaser the Company, NewCo or Merger Sub, Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Purchaserthe Company (or, on following the one handClosing, NewCo) or by Seller, respectively, or the Company, on the other hand, only by a written instrument signed by the party granting such waivertheir respective officers thereunto duly authorized, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.315.2.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer, on the one hand, or Purchaser or Merger SubSellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserSellers (with respect to any failure by Buyer) or by Buyer (with respect to any failure by Sellers), on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Company, on the one hand, or Purchaser Parent or Merger Sub, on one hand, and the other handCompany or the Shareholders, on the other, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel estoppels with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.4 .

Waiver of Compliance; Consents. Any failure of the Company, purchaser on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Company or the Purchaser, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.2.

Waiver of Compliance; Consents. Any failure of the CompanyMergerCo, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 8.2, be waived by Purchaser, on the one hand, MergerCo or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.38.4.

Waiver of Compliance; Consents. Any failure of the Company, Sellers on the one hand, or Purchaser or Merger Sub, Holdings on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by PurchaserHoldings, on the one hand, or the CompanySellers, on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.2.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or and Merger Sub, Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.3.

Waiver of Compliance; Consents. Any failure of the CompanyTransferee, on the one hand, or Purchaser or Merger SubTransferor, on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived by Purchaser, on the one handTransferor (with respect to any failure by Transferee), or the Companyby Transferee (with respect to any failure by Transferor), on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, covenant or agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.02.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the CompanyBuyer, on one hand, and the Company or the Sellers, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.4.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of Sterling, on one hand, and Bay Net Financial and the CompanyBank, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein of this Agreement may be waived by Purchaser, on the one hand, or the Company, on the other hand, party only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3Section.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer, on the one hand, or Purchaser Seller or Merger SubSyratech, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer or Seller, on as the one hand, or the Company, on the other handcase may be, only by a written instrument signed by the party Party granting such waiver, but such waiver waiver, or any failure to insist upon strict compliance with such obligation, covenant, agreement or condition condition, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.2.

Waiver of Compliance; Consents. Any failure of the Company, Company on ------------------------------ the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.38.4.

Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the Company, on the other hand, and then only by a written instrument signed by the party Party or Parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.6.

Waiver of Compliance; Consents. Any failure of the CompanyInvestor, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, Company or the CompanyInvestor, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.3.

Waiver of Compliance; Consents. Any failure of the CompanyPurchaser, on the one hand, or Purchaser or Merger SubSeller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Seller or Purchaser, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoa party, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.3.

Waiver of Compliance; Consents. Any failure of the CompanyInvestor, on the one hand, or Purchaser or Merger Subthe Corporation, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, Corporation or the CompanyInvestor, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.3.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Parent and Merger Sub, Sub on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.2.

Waiver of Compliance; Consents. Any failure of the CompanySeller, Stockholder or Principals on the one hand, or Purchaser Buyer or Merger Sub, Company on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by PurchaserBuyer or Company or by Seller, on the one handStockholder or Principals, respectively, or the Company, on the other hand, only by a written instrument signed by the party granting such waivertheir respective officers thereunto duly authorized, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.2.

Waiver of Compliance; Consents. Any failure of the Companyany Seller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement agreement, or condition herein may be waived by PurchaserBuyer, on the one hand, or the Companya Seller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.6.

Waiver of Compliance; Consents. Any failure of the CompanyParent or Merger Subsidiary, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 6.01(b) and 6.02(b) of this Agreement) may be waived in writing by Purchaser, on the one hand, or the Company, on the other handor by Parent and Merger Subsidiary, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.03.

Waiver of Compliance; Consents. Any failure of the CompanyPurchasers, on the one hand, or Purchaser or Merger SubSeller, on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived by Purchaser, on the one handSeller (with respect to any failure by Purchasers), or the Companyby Purchasers (with respect to any failure by Seller), on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, covenant or agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.02.

Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.38.5.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of FNB, on one hand, and the CompanyCompany or the Shareholders, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.4.

Waiver of Compliance; Consents. Any failure of Seller or the Company, Shareholders on the one hand, or Purchaser or Merger SubPurchaser, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by Purchaser, on or Seller and the one handShareholders, or the Company, on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.2.

Waiver of Compliance; Consents. Any failure of either UCFC, BWC or (prior to the Closing) the Company, on the one hand, or Purchaser or Merger SubParent, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserParent, on the one hand, or the CompanyUCFC, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, of or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.5.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3SECTION 11.4.

Waiver of Compliance; Consents. Any failure of the CompanyPurchasers, on the one hand, or Purchaser or Merger SubSeller, on the other hand, to comply with any obligation, covenant, covenant or agreement or condition herein may be waived by Purchaser, on the one handSeller (with respect to any failure by Purchasers), or the Companyby Purchasers (with respect to any failure by Seller), on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, covenant or agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be deemed effective when given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.2.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, Purchaser on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. Any failure of the Company, Purchaser on the one hand, or Purchaser or Merger Subthe Seller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by the Seller or the Purchaser, on the one hand, or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, of or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3Section.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer, ------------------------------ on the one hand, or Purchaser or Merger Subthe Parent, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one handBuyer, or the CompanyParent, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure nor effect indemnification with respect to such subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.3.

Waiver of Compliance; Consents. Any failure of the CompanyMergerCo or Parent, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may may, subject to Section 9.1, be waived by Purchaser, Parent (on the one hand, behalf of itself and MergerCo) or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Share Purchase Agreement, any failure of any of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, parties to comply with any obligation, representation, warranty, covenant, agreement agreement, or condition herein may be waived by Purchaser, on the one hand, or party entitled to the Company, on the other hand, benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Share Purchase Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3compliance.

Waiver of Compliance; Consents. Any Except as otherwise provided in this ------------------------------ Amendment, any failure of the Company, on Buyer and the one hand, or Purchaser or Merger Sub, on the other hand, Company to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever Should this Agreement requires Amendment require or permits permit consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.4 of the Merger Agreement.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.4.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Amendment, any failure of the Company, on Buyer and the one hand, or Purchaser or Merger Sub, on the other hand, Company to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever Should this Agreement requires Amendment require or permits permit consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.4 of the Merger Agreement.

Waiver of Compliance; Consents. Any failure of the CompanyParent, Holding or the Merger Sub, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaserthe Parent, on Holding, the one hand, Merger Sub or the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.. 8.4

Waiver of Compliance; Consents. Any failure of the CompanySeller, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySeller, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.6.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of any of the Company, on the one hand, or Purchaser or Merger Sub, on the other hand, parties to comply with any obligation, representation, warranty, covenant, agreement agreement, or condition herein may be waived by Purchaser, on the one hand, or party entitled to the Company, on the other hand, benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3SECTION 10.7.

Waiver of Compliance; Consents. Any failure on the part of the Company, Buyer on the one hand, or Purchaser or Merger Subany of the Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, WM Parent or the CompanyBuyer, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.3.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer, on the one hand, or Purchaser or Merger SubSeller, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed in writing by the party granting such waiverparties, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition must be in a signed writing to be enforceable and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failurefailure of the same or any other obligation, covenant, agreement or condition. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.02.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3SECTION 10.4.

Waiver of Compliance; Consents. Any failure of the CompanyAcquired Companies, on the one hand, or Purchaser or Merger SubParent, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, Parent or the CompanyAcquired Companies, on the other handrespectively, only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoparty, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.37.3.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Parent or the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.4.

Waiver of Compliance; Consents. Any Except as otherwise provided in this Agreement, any failure of the Parent or the Buyer, on one hand, and the Company, on the one hand, or Purchaser or Merger Sub, on the other handother, to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by Purchaser, on the one hand, or the Company, on the other hand, party or parties only by a written instrument signed by the Chief Executive Officer or the Chief Financial Officer of each party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.310.4.

Waiver of Compliance; Consents. Any failure of the CompanyBuyer or Acquisition, on the one hand, or Purchaser or Merger Subthe Company, on the other hand, to comply with any obligation, covenant, agreement or condition herein (except the conditions in Sections 3.01(b) and 3.02(b) of this Agreement) may be waived by Purchaser, on the one hand, or the Company, on the other hand, only by a written instrument signed in writing by the party granting such waiverCompany or by Buyer and Acquisition, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.38.03.

Waiver of Compliance; Consents. Any failure of either the CompanySellers, on the one hand, or Purchaser or Merger SubBuyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by PurchaserBuyer, on the one hand, or the CompanySellers, on the other hand, only by a written instrument signed by the party Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party Party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.39.5.

Waiver of Compliance; Consents. Any failure of the Company, Sellers on the one hand, or Purchaser or Merger Sub, Holdings and Acquisition on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived in writing by PurchaserHoldings, Acquisition or the Sellers' Agents, on behalf of the one handSellers, or the Company, on the other hand, only by a written instrument signed by the party granting such waiverrespectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.312.2.

Waiver of Compliance; Consents. Any failure of the CompanyParent, Holdco, Merger Sub S or Merger Sub P, on the one hand, or Purchaser the Company or Merger Subthe Sellers, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Purchaser, on Parent or the one hand, or Sellers and the Company, on the other handrespectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or 103 estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.311.

Waiver of Compliance; Consents. Any failure of the Company, Company on the one hand, or Parent and Purchaser or Merger Sub, on the other hand, to comply with any obligation, covenant, agreement or condition herein in this Agreement may be waived by Purchaser, Parent on the one hand, or the Company, Company on the other hand, only by a written instrument signed by the party granting such the waiver, but such the waiver or failure to insist upon strict compliance with such the obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party heretoto this Agreement, such the consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.3.