Common use of Amendment and Modification; Waiver Clause in Contracts

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, : (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, ; (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyStockholder Approval, by written agreement of the parties hereto Company and Parent (by action taken by their respective Boards boards of Directorsdirectors); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoCompany and Parent. (b) At any time and from time to time prior to the Merger Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) unless prohibited by applicable law, 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyShareholder Approval, as applicable, by written agreement of the parties hereto (Parties by action taken (i) with respect to Parent and Merger Sub, by or on behalf of their respective Boards board of Directorsdirectors, and (ii) with respect to the Company, by the Company Board (acting upon recommendation of the Special Committee); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders shareholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyParent Shareholder Approval, if applicable, by written agreement of Company, Parent, Parent Operating Partnership and the parties hereto (by action taken by their respective Boards of Directors)Company Investors; provided, however, that after the adoption of this Agreement by the stockholders of the CompanyParent Shareholder Approval, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Company, Parent, Parent Operating Partnership and the parties heretoCompany Investors. (b) At any time and from time to time prior to the Merger Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyStockholder Approval or Parent Stockholder Approval, if applicable, by written agreement of the parties hereto Company and Parent (by action taken by their respective Boards boards of Directorsdirectors); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of the CompanyCompany or the approval of the issuance of Parent Common Stock by the stockholders of Parent, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoCompany and Parent. (b) At any time and from time to time prior to the Merger Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this This Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors)hereto; provided, however, that after the adoption of this the Merger Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) At any time and from time to time prior to the Effective Timetime, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 failure to exercise or delay in exercising any power, privilege or right under this Agreement shall not constitute a waiver of such power, privilege or right.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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 hereinherein (including the application of Section 1.3(b)), (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 by or on behalf of such party or partiesparties granting such extension or against whom such waiver is to be effective, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such rightright and any partial exercise thereof shall not preclude any other or further exercise of any other right hereunder.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this This Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (hereto, by action taken or authorized by their respective Boards of Directors); provided, however, that at any time before or after the adoption of this Agreement by the stockholders of the CompanyStockholder Approval, but, after any such approval, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended amended, except by an instrument in writing signed on behalf of each of the parties hereto. (b) . At any time and from time to time prior to the Effective TimeClosing, 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 hereinpermitted, (ia) extend the time for the performance of any of the obligations or other acts of the any other party or parties hereto, as applicable, (iib) 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 (iiic) 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 a written instrument in writing signed on behalf of such party. The failure of a party or parties, as applicable. Any delay in exercising to assert any right of its rights under this Agreement or otherwise shall not constitute a waiver of such rightthose rights.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyShareholder Approval or Parent Shareholder Approval, as applicable, by written agreement of the parties hereto Parties (by action taken by their respective Boards board of Directorsdirectors or board of trustees, as applicable); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of the CompanyCompany or approval by shareholders of Parent of the issuance of Parent Common Shares in the Merger, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument or instruments in writing signed and delivered on behalf of each of the parties heretoApollo and RCAP. (b) At any time and from time to time prior to the Effective TimeClosing, any party or parties hereto may, that is entitled to the extent legally allowed and except as otherwise set forth herein, benefits hereof may (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableparties, (ii) waive any inaccuracies inaccuracy in the representations and warranties made to such of any other party or parties hereto contained herein or in any Disclosure Letter or in any document delivered pursuant hereto hereto, and (iii) waive compliance with any of the agreements of any other party 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 and delivered on behalf of such party. Waivers shall operate to waive only the specific matter described in the writing and shall not impair the rights of the party granting the waiver in other respects or partiesat other times. A party’s waiver of a breach of a provision of this Agreement, as applicable. Any delay in exercising any or failure (on one or more occasions) to enforce a provision of, or to exercise a right under under, this Agreement Agreement, shall not constitute a waiver of a similar breach, or of such rightprovision or right other than as explicitly waived.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this AgreementLaw, this Agreement may be amended, modified and supplemented in any by a written instrument authorized and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed executed on behalf of each of Buyer, the parties hereto. (b) At Company and the Seller Representative at any time and from time to time prior to the Effective TimeClosing Date with respect to any of the terms contained herein; provided, any party or parties hereto may, that to the extent legally allowed such amendment, modification or supplement is adverse to any Seller or material, such amendment, modification or supplement shall not be binding on such Seller without such Seller having authorized and except as otherwise set forth hereinexecuted such amendment, (i) extend the time for the performance modification or supplement. No waiver by any party of any of the obligations or other acts of provisions hereof shall be effective unless explicitly set forth in writing and executed by the other party or parties hereto, so waiving. Except as applicable, (ii) waive any inaccuracies provided in the representations and warranties made preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such party or parties hereto contained herein or in any document delivered pursuant hereto and (iii) waive action of compliance with any of the representations, warranties, covenants, or agreements or conditions for the benefit of such party or parties hereto contained herein, and in any documents delivered or to be delivered pursuant to this Agreement and in connection with the Closing hereunder. Any agreement on the part The waiver by any party hereto of a party or parties hereto to breach of any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf provision of such party or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute operate or be construed as a waiver of such rightany other or subsequent breach.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated herebysupplemented, by written agreement of the parties hereto (Parties by action taken (i) with respect to Sohu Game and Parent, by or on behalf of their respective Boards of Directors)sole directors; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board (acting upon recommendation of the Special Committee). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectsrespects prior to the Effective Date, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Stockholder Approval, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, , (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this This Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, amended by written agreement of the parties hereto (by action taken by their respective Boards boards of Directors)directors or other governing bodies at any time prior to the Effective Time; provided, however, that after the approval and adoption of this Agreement by the stockholders shareholders of the Company, no amendment shall be made which by law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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 hereinin this Agreement, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (ai) Subject to applicable law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument or instruments in writing signed and delivered on behalf of each of the parties heretoApollo and RCAP. (bj) At any time and from time to time prior to the Effective TimeClosing, any party or parties hereto may, that is entitled to the extent legally allowed and except as otherwise set forth herein, benefits hereof may (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableparties, (ii) waive any inaccuracies inaccuracy in the representations and warranties made to such of any other party or parties hereto contained herein or in any Disclosure Letter or in any document delivered pursuant hereto hereto, and (iii) waive compliance with any of the agreements of any other party 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 and delivered on behalf of such party. Waivers shall operate to waive only the specific matter described in the writing and shall not impair the rights of the party granting the waiver in other respects or partiesat other times. A party’s waiver of a breach of a provision of this Agreement, as applicable. Any delay in exercising any or failure (on one or more occasions) to enforce a provision of, or to exercise a right under under, this Agreement Agreement, shall not constitute a waiver of a similar breach, or of such rightprovision or right other than as explicitly waived.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument or instruments in writing signed and delivered on behalf of each of the parties heretoAMH and each ARC Principal. (b) At any time and from time to time prior to the Effective TimeClosing, any party or parties hereto may, that is entitled to the extent legally allowed and except as otherwise set forth herein, benefits hereof may (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableparties, (ii) waive any inaccuracies inaccuracy in the representations and warranties made to such of any other party or parties hereto contained herein or in the ARC Principals’ Disclosure Letter or in any document delivered pursuant hereto hereto, and (iii) waive compliance with any of the agreements of any other party 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 and delivered on behalf of such party. Waivers shall operate to waive only the specific matter described in the writing and shall not impair the rights of the party granting the waiver in other respects or partiesat other times. A party’s waiver of a breach of a provision of this Agreement, as applicable. Any delay in exercising any or failure (on one or more occasions) to enforce a provision of, or to exercise a right under under, this Agreement Agreement, shall not constitute a waiver of a similar breach, or of such rightprovision or right other than as explicitly waived.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote receipt of stockholders of the Company contemplated herebyADGE Stockholder Approval or Tecogen Stockholder Approval, if applicable, by written agreement of the parties hereto ADGE and Tecogen (by action taken approved by their respective Boards boards of Directorsdirectors); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of ADGE or the Companyapproval of the issuance of Tecogen Common Stock by the stockholders of Tecogen, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining unless such further approvalapproval is obtained. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoADGE and Tecogen. (b) At any time and from time to time prior to the Merger Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties heretoparties, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyStockholder Approvals, if applicable, by written agreement of the parties hereto Parties (by action taken by their respective Boards boards of Directorsdirectors (or similar body)); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. The Company’s approval of an amendment to this Agreement requires the approval of the Special Committee. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) At any time and from time to time prior to the Merger Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyShareholder Approval, as applicable, by written agreement of the parties hereto (Parties by action taken (i) with respect to P▇▇▇▇▇ and Merger Sub, by or on behalf of their respective Boards board of Directorsdirectors; and (ii) with respect to the Company, by the Company Board (acting upon recommendation of the Special Committee); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders shareholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this This Agreement may be amended, amended or modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors)at any time prior to the Effective Time; provided, however, that after the approval and adoption of this Agreement by the stockholders shareholders of the Company, if required by applicable law, no amendment shall be made which by law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended or modified except by an instrument in writing signed executed and delivered on behalf of each of the parties hereto; and provided, further, that from and after the Acceptance Time, Section 6.5(g) may not be amended in respect of its application to a Covered Person without the consent of that Covered Person. (b) 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 hereinin this Agreement, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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 hereinherein (including the application of Section 1.3(b)), (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 by such party or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such rightright and any partial exercise thereof shall not preclude any other or further exercise of any other right hereunder.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyFerrari Stockholder Approval, by written agreement of the parties hereto Parties (by action taken by their respective Boards boards of Directorsdirectors); provided, however, that after obtaining the adoption of this Agreement by the stockholders of the CompanyFerrari Stockholder Approval, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) At any time and from time to time prior to the Merger Effective Time, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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 Neither the waiver by any of the Parties hereto of a breach of, or a default under, any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right under this Agreement or privilege hereunder, shall not constitute be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such rightprovisions, rights or privileges hereunder.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyShareholder Approval, as applicable, by written agreement of the parties hereto (Parties by action taken (i) with respect to Parent and Merger Sub, by or on behalf of their respective Boards sole director, and (ii) with respect to the Company, by the Company Board (acting upon recommendation of Directorsthe Special Committee); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders shareholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreementherein, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (Parties by action taken (i) with respect to Parent and Merger Sub, by or on behalf of their respective Boards of Directors)sole director; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board acting at the direction of the Special Committee. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) At any time and from time to time prior to the Effective Time, any party Party or parties hereto mayParties may by action taken (a) with respect to Parent and Merger Sub, by or on behalf of their respective sole director, and (b) with respect to the Company, by the Company Board acting at the direction of the Special Committee, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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 to be bound thereby, as applicable. Any failure or delay in exercising any right right, power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyShareholder Approval, as applicable, by written agreement of the parties hereto (Parties by action taken (i) with respect to ▇▇▇▇▇▇ and Merger Sub, by or on behalf of their respective Boards board of Directorsdirectors; and (ii) with respect to the Company, by the Company Board (acting upon recommendation of the Special Committee); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders shareholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors)hereto; provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed by or on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 by or on behalf of such party or partiesparties granting such extension or against whom such waiver is to be effective, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.as

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed by or on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 by or on behalf of such party or partiesparties granting such extension or against whom such waiver is to be effective, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such rightright and any partial exercise thereof shall not preclude any other or further exercise of any other right hereunder.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this Agreement, this This Agreement may be amended, amended or modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors)at any time prior to the Effective Time; provided, however, that after the approval and adoption of this Agreement by the stockholders shareholders of the Company, no amendment shall be made which by law requires further approval by such stockholders shareholders without obtaining such further approval. This Agreement may not be amended or modified except by an instrument in writing signed executed and delivered on behalf of each of the parties hereto. (b) 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 hereinin this Agreement, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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 partiesparty, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated herebysupplemented, by written agreement of the parties hereto (Parties by action taken (i) with respect to Parent and Merger Sub, by or on behalf of their respective Boards of Directors)sole director; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board (acting upon recommendation of the Special Committee). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this AgreementAgreement (including Section 9.9(b)), this Agreement may only be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) At any time and from time to time prior to the Effective TimeClosing, any party Party or parties hereto Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party Party or parties hereto Parties contained herein. Except as required by Law, no such extension or waiver shall require the approval of the stockholders of Buyer Parent. 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 The failure of any right party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rightrights, nor shall any single or partial exercise by any Party hereto of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders of the Company contemplated hereby, by written agreement of the parties hereto (by action taken by their respective Boards of Directors); provided, however, that after the adoption of this Agreement by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (ii) 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 (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyRequisite Stockholder Approval, if applicable, by written agreement of the parties hereto Parties (by action taken by their respective Boards boards of Directorsdirectors); provided, however, that after the adoption approval of this Agreement the Merger by the stockholders of the Company, no amendment shall be made which by law Law requires further approval by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. Notwithstanding the foregoing, Sections 9.9, 9.11, 9.12 and 9.15 may not be amended in a manner that would adversely impact any Debt Financing Source without the prior written consent of such Debt Financing Source. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, (ii) 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 hereto, and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated herebysupplemented, by written agreement of the parties hereto (Parties by action taken (i) with respect to ▇▇▇▇▇▇ and Merger Sub, by or on behalf of their respective Boards boards of Directors)directors respectively; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board (acting upon recommendation of the Special Committee). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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 by applicable Law and, in the case of the Company acting upon recommendation of the Special Committee, and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated herebysupplemented, by written agreement of the parties hereto (Parties by action taken (i) with respect to Parent and Merger Sub, by or on behalf of their respective Boards of Directors)sole director respectively; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board (acting upon recommendation of the Special Committee). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of stockholders of the Company contemplated herebysupplemented, by written agreement of the parties hereto (Parties by action taken (i) with respect to Super ROI and Parent, by or on behalf of their respective Boards of Directors)sole directors; provided, however, that after the adoption of this Agreement by the stockholders of and (ii) with respect to the Company, no amendment shall be made which by law requires further approval by such stockholders without obtaining such further approvalthe Company Board (acting upon recommendation of the Special Committee). This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) 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, (i) extend the time for the performance of any of the obligations or other acts of the other party Party or parties heretoParties, as applicable, ; (ii) 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 hereto; and (iii) 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.

Amendment and Modification; Waiver. (a) Subject to applicable law and except as otherwise provided in this AgreementLaw, this Agreement may be amended, modified and supplemented in any and all respectssupplemented, whether before or after any vote of stockholders receipt of the Company contemplated herebyStockholder Approval or the Broadcom Shareholder Approval, as applicable, by written agreement of the parties hereto (by action taken by their respective Boards of Directors)Parties; provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Stockholder Approval or the Broadcom Shareholder Approval, as applicable, no amendment shall be made which by law Law requires further approval by such stockholders or shareholders, as applicable, without obtaining such further approval. This Agreement may not be amended amended, modified and supplemented except by an instrument in writing signed on behalf of each of the parties heretoParties. (b) At any time and from time to time prior to the Effective Time, any party either the Company, on one hand, or parties hereto Broadcom (on behalf of itself and the other Broadcom Parties), on the other hand, may, to the extent legally allowed permitted and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicableParty, (ii) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto by the other Party, and (iii) waive compliance with any of the agreements or conditions for by the benefit of such party or parties hereto contained hereinother Party. Any agreement on the part of a party or parties hereto any 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. (c) Notwithstanding anything to the contrary contained herein, this Section 9.1(c), Section 9.9(b), Section 9.11(a)(2), Section 9.11(b)(2), Section 9.12 and Section 9.15 may not be amended, supplemented, waived or otherwise modified in a manner materially adverse to the Financing Sources in their capacities as such without the prior written consent of the Financing Sources.