Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Nupathe Inc.)
Failure of Conditions. None of the Company, Parent or Merger Sub Purchaser may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mens Wearhouse Inc), Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/), Agreement and Plan of Merger (Buca Inc /Mn)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied to excuse performance by such party Party of its obligations under this Agreement if such failure was caused by such partyParty’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (Hillenbrand, Inc.), Agreement and Plan of Merger (K Tron International Inc)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 7.1, Section 7.2 or Section 7.3 to be satisfied to excuse performance by such party Party of its obligations under this Agreement if such failure was caused by such partyParty’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Forestar Group Inc.), Agreement and Plan of Merger (Horton D R Inc /De/), Agreement and Plan of Merger (Forestar Group Inc.)
Failure of Conditions. None of Neither Parent nor the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused by such party’s failure to act in good faith and in a manner consistent compliance with the terms of this AgreementAgreement and the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dusa Pharmaceuticals Inc), Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)
Failure of Conditions. None of the Company, Parent or Merger Sub Purchaser may rely on the failure of any condition set forth in Section 7.1 8.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith or to use reasonable best efforts to consummate the Merger and in a manner consistent with the terms of this Agreementother Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Makemusic, Inc.)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 this Article 6 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused primarily by such party’s failure to act in good faith and in a manner consistent compliance with the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insight Enterprises Inc), Agreement and Plan of Merger (Datalink Corp)
Failure of Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.1 this Article VIII to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and in a manner consistent with the terms of this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
Failure of Conditions. None of the Company, the Parent or the Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused by such party’s 's failure to act in good faith and in a manner consistent compliance with the terms of this Agreement.Agreement and the Offer. ARTICLE 8
Appears in 1 contract
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s 's failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
