Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ MNB have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ MNB Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ MNB or Fidelity without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of Fidelity and MNB and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Graystone or Tower have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Graystone Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Graystone or Tower without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ ML or Sovereign have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ ML Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ ML or Sovereign without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders stockholders of ▇▇▇▇▇▇ First Essex have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ First Essex Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders stockholders of ▇▇▇▇▇▇ First Essex without the approval of the shareholders stockholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV V and V VI hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders stockholders of ▇▇▇▇▇▇ FC Bancorp have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ FC Bancorp Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ FC Bancorp or ACNB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of ACNB and FC Bancorp and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV V and V VI hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders stockholders of ▇▇▇▇▇▇ the Company have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ the Company Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ the Company or Parent without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of Parent and the Company and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Madison and Leesport have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Madison Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Madison without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV V and V VI hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Traditions have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ Traditions Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Traditions or ACNB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of ACNB and Traditions and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ FNB have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ FNB Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ FNB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable lawLaw, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Citizens have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Citizens Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Citizens without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable ------------------------------- law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Peoples have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Peoples Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Peoples without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Penseco or Peoples have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Penseco Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Penseco or Peoples without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable ------------------------------- law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Main Street have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Main Street Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Main Street without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV V and V VI hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders stockholders of ▇▇▇▇▇▇ NW Bancorp have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ NW Bancorp Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ NW Bancorp or ACNB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of ACNB and NW Bancorp and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders stockholders of ▇▇▇▇▇▇ Seacoast have approved this Agreement shall not modify either the amount or the Table of Contents form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Seacoast Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders stockholders of ▇▇▇▇▇▇ Seacoast without the approval of the shareholders stockholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Waypoint have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Waypoint Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Waypoint without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable ------------------------------- law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Heritage or BCB have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Heritage Common Stock or BCB Common Stock upon consummation of the Merger Consolidation, change any terms of the articles of Holding Company or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Heritage or BCB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV V and V VI hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Landmark have approved this Agreement shall not modify either the amount or the form of the consideration Merger Consideration to be provided hereby to holders of ▇▇▇▇▇▇ Landmark Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Landmark or Fidelity without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards boards of Directors directors of Fidelity and Landmark and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles IV and V hereof or otherwise otherwise, provided that any amendment, extension or waiver granted or executed after shareholders of ▇▇▇▇▇▇ Heritage or BCB have approved this Agreement shall not modify either the amount or the form of the consideration to be provided hereby to holders of ▇▇▇▇▇▇ Heritage Common Stock or BCB Common Stock upon consummation of the Merger Consolidation, change any terms of the articles of Holding Company or otherwise materially adversely affect the shareholders of ▇▇▇▇▇▇ Heritage or BCB without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.