M&A Boot Camp booklet 2023 - Flipbook - Page 146
10.11 Waiver. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on
the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of this Agreement, or
any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth
in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect
except in the specific instance in which it is given.
10.12 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any Legal Proceeding
arising out of or related to this Agreement or the transactions contemplated hereby.
10.13 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument
duly executed and delivered: (a) prior to the Closing Date, on behalf of all parties hereto; and (b) after the Closing Date, on behalf of Parent and the
Stockholders’ Agent (acting exclusively for and on behalf of all of the Effective Time Holders).
10.14 Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of
circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
10.15 Parties in Interest. Except for the provisions of Section 9, none of the provisions of this Agreement is intended to provide any rights
or remedies to any Person other than the parties hereto and their respective successors and assigns (if any).
10.16 Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto
relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties
relating to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded by this
Agreement and shall remain in effect in accordance with its terms until the earlier of: (a) the Effective Time; or (b) the date on which such
Confidentiality Agreement is terminated in accordance with its terms.
10.17 Disclosure Schedule. The Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered
sections contained herein permitting such disclosure, and the information disclosed in any numbered or lettered part shall be deemed to relate to
and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section herein permitting such
disclosure, provided, however, that any information disclosed in the Disclosure Schedule shall be deemed disclosed and incorporated into any
other section of the Disclosure Schedule to the extent that it is readily apparent from a plain reading of the disclosure the such disclosure is
applicable to such other sections.
56.