Common use of Extension; Waiver Clause in Contracts

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 98 contracts

Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)

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Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Party may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParties, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto Party contained herein or in any document delivered pursuant hereto hereto; and (c) subject to the requirements of applicable law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of by such party or parties, as applicableParty. Any delay in exercising any right under pursuant to this Agreement shall will not constitute a waiver of such right.

Appears in 21 contracts

Samples: Agreement and Plan of Merger (HireRight Holdings Corp), Agreement and Plan of Merger (EngageSmart, Inc.), Agreement and Plan of Merger (Chico's Fas, Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Party may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParties, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto Party contained herein or in any document delivered pursuant hereto hereto; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of by such party or parties, as applicableParty. Any delay in exercising any right under pursuant to this Agreement shall will not constitute a waiver of such right.

Appears in 16 contracts

Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Tessco Technologies Inc), Agreement and Plan of Merger (Kimball International Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any each party or parties hereto may(for these purposes, to Parent and Merger Sub shall together be deemed one party and the extent legally allowed and except as otherwise set forth herein, Company shall be deemed the other party) may (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableparty, (bii) waive any inaccuracies in the representations and warranties made to such of the other party or parties hereto contained herein or in any document document, certificate or writing delivered pursuant hereto and hereto, or (ciii) waive compliance by the other party with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a either party or parties 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 or parties, as applicable. Any delay in exercising hereto to assert any right under this Agreement of its rights hereunder shall not constitute a waiver of such rightrights.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Dial Corp /New/), Agreement and Plan of Merger (Viisage Technology Inc)

Extension; Waiver. At any time and from time to time prior to the Effective TimeExpiration Date, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (World Energy Solutions, Inc.), Tender and Support Agreement (Enernoc Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party Party or parties Parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party Party or parties Parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties Parties hereto contained hereinherein (other than, for the avoidance of doubt, the Minimum Tender Condition unless such waiver is consented to in writing by the Company). Any agreement on the part of a party Party or parties Parties 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 Party or partiesParties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.), Iii Agreement and Plan of Merger (Bioclinica Inc), Agreement and Plan of Merger (Williams Controls Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Party may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParty, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto Party contained herein or in any document delivered pursuant hereto hereto; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of by such party or parties, as applicableParty. Any delay in exercising any right under pursuant to this Agreement shall will not constitute a waiver of such right.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Civitas Solutions, Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, Time any party hereto, by action taken or parties hereto authorized by their respective Board of Directors, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Inktomi Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed permitted and except as otherwise set forth hereinin this Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party Party or parties hereto Parties contained herein or in any document delivered pursuant hereto and hereto; or (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Any agreement on the part of a party Party or parties hereto Parties to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party Party or partiesParties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Senstar Technologies Ltd.), Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing, any party or parties hereto either Party may, to the extent legally allowed and except as otherwise set forth herein, : (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParty, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto Party contained herein or in any document delivered pursuant hereto hereto; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained herein. Any agreement on the part of a party or parties hereto either Party to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf of by such party or parties, as applicableParty. Any delay in exercising any right under pursuant to this Agreement shall will not constitute a waiver of such right.

Appears in 4 contracts

Samples: Investment Agreement (Cepton, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, Time any party or parties hereto may, to the extent legally allowed and except as otherwise set forth hereinsubject to the terms and conditions of Section 1.3(c) hereof, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)

Extension; Waiver. At any time and from time to time prior to the Effective TimeTime of the First Merger, any party hereto, by action taken or parties hereto authorized by its Board of Directors, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party the parties hereto, by action taken or parties hereto authorized by their respective Boards of Directors, may, to the extent legally allowed and except as otherwise set forth hereinallowed, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and hereto, (c) waive compliance with any of the covenants or agreements contained herein or conditions for the benefit of (d) waive any condition to such party or parties hereto contained hereinparty’s obligations hereunder. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising to this Agreement to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such rightthose rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Safeguard Scientifics Inc), Agreement and Plan of Merger (Compucom Systems Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Acceptance Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Tender Offer Agreement, Tender Offer Agreement (Jazz Pharmaceuticals PLC)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party hereto, by action taken or parties hereto authorized by its respective Board of Directors, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or the parties hereto may, to the extent legally allowed and except as otherwise set forth herein, may (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableparties, (b) to the extent permitted by Law, waive any inaccuracies in the representations and warranties made to such party or of the other parties hereto contained herein or in any document delivered pursuant hereto and or (c) subject to the proviso to the first sentence of Section 8.03 and to the extent permitted by Law, waive compliance with any of the agreements or conditions for covenants of the benefit other parties or any condition that exists in favor of such the waiving party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising to this Agreement to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such rightrights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Alpharma Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, Time any party hereto, by action taken or parties hereto authorized by their respective Board of Directors or Board of Managers, as applicable, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (US BioEnergy CORP), Agreement and Plan of Merger (Millennium Ethanol, LLC)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Parent and Merger Sub, on the one hand, and the Company on the other hand, may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing Date, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Palm Inc), Preferred Stock Rights Agreement (Elevation Partners, L.P.)

Extension; Waiver. At Subject to the terms and provisions of this Agreement (including Section 1.4(d)), at any time and from time to time prior to the Effective Time, Time any party or parties hereto may, to the extent legally allowed and except as otherwise set forth hereinallowed, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neon Systems Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party the Parties, by action taken or parties hereto authorized by their respective Boards of Directors, may, to the extent legally allowed and except as otherwise set forth hereinallowed, (a) extend the time for the performance of any of the obligations or other acts of the any other party or parties hereto, as applicableParty(ies), (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto of any other Party(ies) contained herein or in any document delivered pursuant hereto and or (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto any other Party(ies) contained herein. Any agreement on the part of a party or parties 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 by the Party against which enforcement is sought. The failure of such party or parties, as applicable. Any delay in exercising any right Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rightany other rights hereunder.

Appears in 2 contracts

Samples: Employment Agreement (Stephan Co), Agreement and Plan of Merger (Stephan Co)

Extension; Waiver. At any time and from time to time prior to the Effective Time, Time any party or parties hereto may, to the extent legally allowed and except as otherwise set forth hereinallowed, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableexcept that Parent may not extend for the benefit of Sub and vice versa, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 party. The agreement of Parent to any extension or parties, as applicablewaiver shall be deemed to be the agreement of Sub to such extension or waiver. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Insight Corp), Agreement and Plan of Merger (Scientific Atlanta Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver The conditions to each of the parties’ obligations to consummate the Merger are for the sole benefit of such rightparty and may be waived by such party in whole or in part to the extent permitted by applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (ciii) waive compliance with any of the agreements or conditions contained for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applix Inc /Ma/), Agreement and Plan of Merger (Cognos Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right under this Agreement hereunder shall not constitute operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of such rightany other right hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frutarom LTD)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right. Table of Contents ARTICLE IX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party Party or parties hereto Parties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties Parties hereto contained herein. Any agreement on the part of a party Party or parties Parties 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 Party or partiesParties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Party may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParty, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto Party contained herein or in any document delivered pursuant hereto hereto; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall will be valid only if set forth in an instrument in writing signed on behalf by such Party; provided that any such waiver given by the Company shall be at the direction of such party or parties, as applicableand approved by the Special Committee. Any delay in exercising any right under pursuant to this Agreement shall will not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)

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Extension; Waiver. At any time and from time to time prior to the Effective TimeInitial Closing, any party Party or parties Parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party Party or parties hereto Parties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Any agreement on the part of a party Party or parties hereto Parties to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party Party or partiesParties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Vertex Energy Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing, any party SPAC (on behalf of itself or parties hereto Merger Sub), and the Company may, to the extent legally allowed and except as otherwise set forth herein, not prohibited by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties hereto, as applicable, Parties; (b) waive any inaccuracies in the representations and warranties made to such party by the other Party or parties hereto Parties contained herein or in any document delivered pursuant hereto hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicableParty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Business Combination Agreement (Moringa Acquisition Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party the parties hereto, by action taken or parties hereto authorized by their respective Boards of Directors or Committees thereof, as the case may be, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or of the other parties hereto contained herein or in any document delivered pursuant hereto hereto; and (c) waive compliance by the other parties with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising hereto to assert any right under this Agreement of its rights hereunder shall not constitute a waiver of such rightrights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Physicians Specialty Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.. ARTICLE IX

Appears in 1 contract

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

Extension; Waiver. At any time and from time to time prior to the Effective TimeOffer Closing, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Tender Offer Agreement (Sunpower Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Timeconsummation of the transactions contemplated hereby, any party hereto, by action taken or parties hereto authorized by its respective Board of Directors, may, to the extent legally allowed and except as otherwise set forth hereinallowed, (ai) extend the time for the performance of any of the obligations or other acts of the other parties hereto for the benefit of such party or parties hereto, as applicableand with respect to itself only, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto with respect to itself only, and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.. 120

Appears in 1 contract

Samples: Share Acquisition and Asset Purchase Agreement (Avanex Corp)

Extension; Waiver. At any time and from time to time prior to the Effective TimeTime either party hereto, any party by action taken or parties hereto authorized by their respective Board of Directors, may, to the extent legally allowed and except as otherwise set forth herein, not prohibited by any applicable Legal Requirement: (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Towers Watson & Co.)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing Date either party hereto, any party by action taken or parties hereto authorized by Technest’s Boards of Directors and AccelPath’s Managers, may, to the extent legally allowed and except as otherwise set forth hereinallowed, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Unit Purchase Agreement (Technest Holdings Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto Party may, to the extent legally allowed and except as otherwise set forth hereinin this Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoParties, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein Party in this Agreement or in any document delivered pursuant hereto to this Agreement and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto Party contained hereinin this Agreement. Any agreement on the part of by a party or parties hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicableParty. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or (a) the parties hereto may, mutually agree, each in their sole discretion and to the extent legally allowed and except as otherwise set forth herein, (a) to extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) any party may waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) each of the parties may waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (FaceBank Group, Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing, SPAC (on behalf of itself or any party or parties hereto other SPAC Party) and the Company may, to the extent legally allowed and except as otherwise set forth herein, not prohibited by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties hereto, as applicable, Parties; (b) waive any inaccuracies in the representations and warranties made to such party by the other Party or parties hereto Parties contained herein or in any document delivered pursuant hereto hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Any agreement on the part of a party or parties hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicableParty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Business Combination Agreement (Moringa Acquisition Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party hereto, by action taken or parties hereto authorized by its respective Board of Directors, may, to the extent legally allowed and except as otherwise set forth herein, allowed: (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, ; (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicableparty. Any delay Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vantagemed Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, Time any party or parties (the "Waiving Party") hereto may, to the extent legally allowed and except as otherwise set forth hereinallowed, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicablehereto (but only to the extent intended to benefit the Waiving Party), (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto the Waiving Party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto the Waiving Party contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such rightparty.

Appears in 1 contract

Samples: Limited Liability Company Unit Purchase Agreement (Electronic Fab Technology Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.. ARTICLE X GENERAL PROVISIONS

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mazor Robotics Ltd.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed permitted by applicable Law and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.. Table of Contents ARTICLE VIII

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermolecular Inc)

Extension; Waiver. At any time and from time to time prior to the Effective TimeClosing, any party Party or parties Parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party Party or parties Parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party Party or parties hereto Parties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Any agreement on the part of a party Party or parties hereto Parties to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party Party or partiesParties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vertex Energy Inc.)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.. ARTICLE X

Appears in 1 contract

Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (ai) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (bii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (ciii) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proginet Corp)

Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed permitted by applicable Law and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties 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 or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Relypsa Inc)

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