Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Biohaven Research Ltd.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this Article 8 to be satisfied if such failure was caused by such party, including such party’s failure failure, subject to act in good faith or Section 6.4(a), to use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4Contemplated Transactions.
Appears in 5 contracts
Samples: Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition conditions set forth in SECTION 7 this Article 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.47.3.
Appears in 4 contracts
Samples: Option Agreement, Asset Purchase Agreement (Ameren Energy Generating Co), Asset Purchase Agreement (Ameren Energy Generating Co)
Frustration of Closing Conditions. No particular party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligations hereunder if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated herebyMerger and the other Transactions pursuant to this Agreement, as required by and subject including the obligations of such party pursuant to Section 6.46.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, as required by and subject to Section 6.4this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.), Asset Purchase Agreement (Laureate Education, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or use its own commercially reasonable best efforts to consummate the Mergers and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.45.3.
Appears in 2 contracts
Samples: Agreement (RFS Hotel Investors Inc), Agreement (CNL Hospitality Properties Inc)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s willful failure to act in good faith or to use its reasonable best required efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by in accordance with and subject to any limitations in Section 6.46.1 and Section 6.2.
Appears in 2 contracts
Samples: Business Combination Agreement (HollyFrontier Corp), Contribution Agreement (Holly Energy Partners Lp)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.46.3.
Appears in 2 contracts
Samples: Equity Purchase and Merger Agreement (ManpowerGroup Inc.), Unit Purchase Agreement (White Mountains Insurance Group LTD)
Frustration of Closing Conditions. No party Party hereto may rely on the failure of any condition set forth in SECTION 7 Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its commercially reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.412.17.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Hcp, Inc.), Purchase and Sale Agreement (Emeritus Corp\wa\)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 8.1 or Section 8.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, by this Agreement as required by by, and subject to to, Section 6.47.6.
Appears in 2 contracts
Samples: Equity and Asset Purchase Agreement (Enpro Industries, Inc), Equity Purchase Agreement (Westlake Chemical Corp)
Frustration of Closing Conditions. No party Party hereto may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its reasonable best efforts (subject to consummate the transactions contemplated hereby, limitations set forth in Section 6.3(a)) (or such higher standard as may be required by and subject the terms of this Agreement) to Section 6.4cause the Closing to occur.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Better Choice Co Inc.), Stock Purchase Agreement (Better Choice Co Inc.)
Frustration of Closing Conditions. No party None of the Parties hereto may rely on the failure of any condition set forth in SECTION this Section 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the transactions contemplated hereby, (or such efforts as required by and subject pursuant to Section 6.46.10) to cause the Closing to occur.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Share Acquisition (26 Capital Acquisition Corp.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this Section 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.45.5.
Appears in 1 contract
Samples: Stock Purchase Agreement (Factset Research Systems Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.46.5 or elsewhere in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sovran Self Storage Inc)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION 7 this Section 6 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its reasonable best efforts to compliance with this Agreement and consummate the transactions contemplated hereby, as required by and subject to Section 6.4provided for herein.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION 7 this Section 6.01 to be satisfied if such failure was primarily caused by the failure of such party’s failure Party to act in good faith or to use its commercially reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Clean Energy Holdings, Inc.)
Frustration of Closing Conditions. No party Party hereto may rely on the failure of any condition set forth in SECTION 7 Sections 5.1 or 5.2, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its commercially reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.412.16.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in SECTION 7 this Article 9 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.48.4 or reasonable best efforts, as required by Section 8.1.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Valeant Pharmaceuticals International)
Frustration of Closing Conditions. No party hereto may rely on upon the failure of any condition set forth in SECTION 7 this Section 6.4 to be satisfied if such failure was caused by such party’s failure to act in good faith or use to comply in any material respect with its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4obligations hereunder.
Appears in 1 contract
Samples: Contribution Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION 7 this Section 8.1 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated hereby, as required by and subject closing conditions to Section 6.4be satisfied.
Appears in 1 contract
Samples: Business Combination Agreement (Angel Pond Holdings Corp)
Frustration of Closing Conditions. No party hereto None of the Parties may rely on the failure of any condition set forth in SECTION 7 this Section 6 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition conditions set forth in SECTION 7 this Article 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.47.5.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its reasonable best the required level of efforts set forth herein to consummate cause the transactions contemplated herebyClosing to occur, as required by it being agreed and subject understood that in no way shall the Purchaser be liable for the failure to Section 6.4occur, for whatever reason, of the conditions set forth in Sections 7.1(c), 7.1(d) and 7.1(e), except in cases of fraud, intentional misrepresentation or wilful misconduct.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, by this Agreement as required by and subject to Section 6.46.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logitech International S.A.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in SECTION 7 this Section 12 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, in each case as required by and subject to Section 6.4hereunder.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 6.1 or Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, by this Agreement as required by and subject to Section 6.45.8 and Section 5.9.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto None of the Parties may rely on the failure of any condition set forth in SECTION 7 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.45.10.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, by this Agreement as required by and subject to Section 6.4.6.6. ARTICLE VIII
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Black Box Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.46.4(d), or whose action or failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure of such condition to be satisfied.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in SECTION 7 this Article 9 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts [†] to consummate cause the transactions contemplated hereby, as required by and subject Closing to Section 6.4occur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Xenon Pharmaceuticals Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 8.1 or Section 8.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use comply with its reasonable best efforts obligations to consummate the transactions contemplated hereby, by this Agreement as required by and subject to Section 6.47.7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Logitech International Sa)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.46.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Realty Trust, L.P.)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION 7 Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or use its commercially reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to Section 6.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)
Frustration of Closing Conditions. No party hereto may rely on upon the failure of any condition set forth in SECTION this ARTICLE 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4.this Agreement. ARTICLE 8
Appears in 1 contract
Samples: Version Asset Purchase and Sale Agreement (Pathward Financial, Inc.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in SECTION 7 this ARTICLE VII to be satisfied if such failure was caused by such party’s or its Affiliates’ failure to act in good faith or to use its commercially reasonable best efforts or otherwise take the actions required of any such Person to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION this Section 7 to be satisfied if such failure was caused by such party’s 's failure to act in good faith or use its reasonable best efforts to consummate compliance with the transactions contemplated hereby, as required by and subject to Section 6.4.provisions of this Agreement. SECTION 8
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4comply with any provisions of this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Skyline Champion Corp)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Albany Molecular Research Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition conditions set forth in SECTION 7 this Article 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.7.5. Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto None of the Parties may rely on the failure of any condition set forth in SECTION 7 Sections 7.1, 7.2 , 7.3 and 7.4 above to be satisfied satisfied, if such failure was caused by such party’s Party's failure to act in good faith or to use its reasonable best efforts to consummate cause the transactions contemplated herebycondition to be fulfilled and the Closing to occur, as required by and subject to Section 6.4this Article 7.
Appears in 1 contract
Samples: Share Purchase Agreement (Data Systems & Software Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this Article IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the transactions contemplated herebyefforts, as required by Section 8.03, to consummate and subject to Section 6.4make effective, in the most expeditious manner practicable, the Transactions.
Appears in 1 contract
Frustration of Closing Conditions. No Neither party hereto may rely --------------------------------- on the failure of any condition set forth in SECTION 7 Sections 8.01 through 8.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or use its commercially reasonable best efforts to consummate assist in the transactions contemplated herebysatisfaction of such condition; provided, as required by and subject however, that this Section 8.04 shall not be construed to Section 6.4-------- ------- require a party to waive all or part of any condition to its obligations hereunder.
Appears in 1 contract
Samples: Alliance Agreement (Anthem Inc)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in SECTION 7 this 7.5 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts [†] to consummate cause the transactions contemplated hereby, as required by and subject Closing to Section 6.4occur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Xenon Pharmaceuticals Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 8.1 or Section 8.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4breach of this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enpro Industries, Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this Article 8 to be satisfied if such failure was caused by such party’s failure to act in good faith or such party’s failure to use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.47.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DealerTrack Holdings, Inc.)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION 7 this Section 2.7 to be satisfied if such failure was caused by such party’s Party's breach of this Agreement, including as a result of the failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated hereby, Closing to occur as required by Section 5.1(b) and subject to Section 6.45.3.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its commercially reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.46.3.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fox Factory Holding Corp)
Frustration of Closing Conditions. No party hereto Party may rely on the failure of any condition set forth in SECTION this Article 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or use its reasonable best efforts to consummate cause the transactions contemplated herebyClosing to occur, as required by and subject to Section 6.4.6.2. Table of Contents
Appears in 1 contract
Samples: Business Combination Agreement (Haymaker Acquisition Corp.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 Section 9.1, Section 9.2 or Section 9.3 to be satisfied satisfied, as the case may be, if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to comply with Section 6.47.6.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sensata Technologies Holding N.V.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in SECTION 7 this Article IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to consummate the transactions contemplated herebyefforts, as required by Section 8.02, to consummate and subject to Section 6.4make effective, in the most expeditious manner practicable, the Transactions.
Appears in 1 contract
