No purported waiver of any provision of this Agreement shall be binding upon the Purchaser, on the one hand, or the Company, the Sellers or Seller Representative, on the other hand, unless either the Purchaser (with respect to waivers by the Purchaser) or Seller Representative (with respect to waivers by the Company, the Sellers or Seller Representative) has duly executed and delivered to Seller Representative or the Purchaser (as applicable) a written instrument which states that it constitutes a waiver of one or more provisions of this Agreement and specifies the provision(s) that are being waived.  Any such waiver shall be effective only to the extent specifically set forth in such written instrument.  Neither the exercise (from time to time and at any time) by a party of, nor the delay or failure (at any time or for any period of time) to exercise, any right, power or remedy shall constitute a waiver of the right to exercise, or impair, limit or restrict the exercise of, such right, power or remedy or any other right, power or remedy at any time and from time to time thereafter.  No waiver of any right, power or remedy of a party shall be deemed to be a waiver of any other right, power or remedy of such party or shall, except to the extent so waived, impair, limit or restrict the exercise of such right, power or remedy.