Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (JR Resources Corp.), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Perry Corp), Agreement and Plan of Merger (Universal American Corp.), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Mid-Con Energy Partners, LP), Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Contango Oil & Gas Co)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use the efforts to cause the Closing to occur required by Section 6.4.
Appears in 7 contracts
Samples: Share Exchange Agreement (Myrick Frederick JR), Share Exchange Agreement (Union Acquisition Corp.), Share Exchange Agreement (Jensyn Acquisition Corp.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Flex Ltd.), Business Combination Agreement (Gores Holdings v Inc.), Agreement and Plan of Merger (Nextracker Inc.)
Frustration of Closing Conditions. No party Neither Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc), Purchase Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Government Properties Trust Inc), Agreement and Plan of Merger (Sunset Financial Resources Inc), Agreement and Plan of Merger (Spirit Finance Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such party’s breach of this Agreementbreach.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Waldencast Acquisition Corp.), Agreement and Plan of Merger (NextGen Acquisition Corp. II), Equity Purchase Agreement (Waldencast Acquisition Corp.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII Section 7 to be satisfied if such failure was caused by such party’s breach failure to act in compliance with the provisions of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Akari Therapeutics PLC)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such party, including such party’s breach of this Agreementfailure, subject to Section 6.4(a), to use reasonable efforts to consummate the Contemplated Transactions.
Appears in 5 contracts
Samples: Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Frustration of Closing Conditions. No Neither party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Patterson Companies, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the result of such party’s failure to comply with or breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (Energizer Holdings, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Health Care Property Investors Inc), Agreement and Plan of Merger (Strategic Storage Trust, Inc.), Agreement and Plan of Merger (Strategic Storage Trust, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Execution Copy (Delaware Otsego Corp), Agreement and Plan of Merger (Delaware Otsego Corp), Agreement and Plan of Merger (CSX Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.1.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Almost Family Inc), Share Purchase Agreement (Almost Family Inc), Stock Purchase Agreement (Global Power Equipment Group Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Usa Truck Inc), Agreement and Plan of Merger (Usa Truck Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2.
Appears in 3 contracts
Samples: Share Purchase Agreement (TTM Technologies Inc), Share Purchase Agreement (Griffon Corp), Agreement and Plan of Merger (Emergent BioSolutions Inc.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 3 contracts
Samples: Contribution Agreement (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc), Acquisition Agreement (Seaspan CORP)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (APi Group Corp), Stock Purchase Agreement (CARRIER GLOBAL Corp)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such party’s failure to act in good faith or its breach of the covenants contained in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crystal River Capital, Inc.), Agreement and Plan of Merger (Criimi Mae Inc), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Frustration of Closing Conditions. No party None of the Parties hereto may rely on the failure of any condition set forth in this Article VII VII, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach failure to comply with the terms of this Agreement.
Appears in 3 contracts
Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such party's failure was caused by such party’s breach to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of failure to use commercially reasonable efforts to cause the Closing to occur and to otherwise comply with such party’s obligations under this Agreement.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such Party’s failure was caused by such party’s breach to act in compliance with the provisions of this AgreementAgreement has been a principal cause of the failure of the Closing to occur.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partyParty’s breach of failure to use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 7.4, Section 7.5 and Section 7.6.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Constellation Brands, Inc.), Asset Purchase Agreement (Constellation Brands, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cognizant Technology Solutions Corp), Stock Purchase Agreement (Victory Capital Holdings, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement of this AgreementAgreement by such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Molekule Group, Inc.), Agreement and Plan of Merger (AeroClean Technologies, Inc.)
Frustration of Closing Conditions. No party Party may rely on on, either as a basis for not consummating the Mergers or for terminating this Agreement, the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Frustration of Closing Conditions. No party may rely on upon the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or to comply in any material respect with its obligations hereunder.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Diego Pellicer Worldwide, Inc), Equity Purchase Agreement (Siyata Mobile Inc.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.
Appears in 2 contracts
Samples: Purchase Agreement (OneBeacon Insurance Group, Ltd.), Purchase Agreement (Tower Group, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI, to be satisfied if such failure was caused by such partyParty’s breach Willful and Material Breach of any material provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSI Compressco LP), Agreement and Plan of Merger (CSI Compressco LP)
Frustration of Closing Conditions. No party Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach Party or its Affiliate to comply with or perform any of its covenants or obligations set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amryt Pharma PLC), Agreement and Plan of Merger (Chiasma, Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellon Corp), Agreement and Plan of Merger (Atheros Communications Inc)
Frustration of Closing Conditions. No party Party may rely as a basis for not consummating the transactions contemplated by this Agreement on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Release Agreement (Lawson Products Inc/New/De/), Release Agreement (Lawson Products Inc/New/De/)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach failure to use commercially reasonable efforts (or such higher standard as may be required by the terms of this Agreement) to cause the Closing to occur, as required by Section 6.3 or any other Section herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amn Healthcare Services Inc), Stock Purchase Agreement (Carlisle Companies Inc)
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its reasonable best efforts to cause the Closing to occur.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Affirmative Investment LLC)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monmouth Capital Corp), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement, including its obligations set forth in Section 6.05.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Thoratec Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or to use its reasonable best efforts to cause the Closing to occur as required by Section 6.03.
Appears in 2 contracts
Samples: Exchange Agreement (White Mountains Insurance Group LTD), Exchange Agreement (Graham Holdings Co)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of failure to act in accordance with this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Duke Energy CORP), Purchase and Sale Agreement (Duke Energy CORP)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE V to be satisfied to excuse such Party’s obligation to consummate the transactions contemplated hereby if such failure was caused by such partyParty’s breach failure to use the standard of efforts required from such Party to consummate the transactions contemplated by this Agreement, including as required by and subject to Section 4.4.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Imprimis Pharmaceuticals, Inc.), Equity Purchase Agreement (True Nature Holding, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use its reasonable best efforts to cause the Closing to occur as required by Section 5.6.
Appears in 2 contracts
Samples: Real Property Asset Purchase Agreement (IASIS Healthcare LLC), Real Property Asset Purchase Agreement (MPT Operating Partnership, L.P.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article VII ARTICLE VI to be satisfied if such failure results from or was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Membership Interest Exchange Agreement (Muscle Maker, Inc.), Membership Interest Purchase Agreement (Muscle Maker, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Care Investment Trust Inc.), Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by (a) such partyParty’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.5 or (b) any other material breach of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Phillips Van Heusen Corp /De/), Purchase Agreement (Tommy Hilfiger Holding Sarl)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement or the Separation and Distribution Agreement.
Appears in 2 contracts
Samples: Contribution and Assignment Agreement (Vornado Realty Lp), Contribution and Assignment Agreement (JBG SMITH Properties)
Frustration of Closing Conditions. No party None of the Parties may rely on the the, failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to consummate the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.)
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty (or an Affiliate thereof) to act in good faith or use its reasonable best efforts to cause each Closing to occur.
Appears in 2 contracts
Samples: Share Purchase Agreement (C&F International Holdings LTD), Share Purchase Agreement (C&F International Holdings LTD)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 2 to be satisfied if such the failure was caused by such partythat Party’s breach of failure to comply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Investment and Securities Subscription Agreement (Grupo Televisa, S.A.B.), Investment and Securities Subscription Agreement (Nii Holdings Inc)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use its reasonable best efforts to cause the Closing to occur in accordance with the Closing Steps.
Appears in 2 contracts
Samples: Master Agreement (Adient PLC), Master Agreement (Adient PLC)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AquaVenture Holdings LTD), Agreement and Plan of Merger (Neustar Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.7.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Silicon Laboratories Inc.), Asset Purchase Agreement (Skyworks Solutions, Inc.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Landcadia Holdings II, Inc.), Business Combination Agreement (Gores Holdings IV, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 2 contracts
Samples: Stock Purchase and Contribution Agreement, Stock Purchase and Contribution Agreement (Fresenius Medical Care AG & Co. KGaA)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement's failure to use its own commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital Automotive Reit)
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.
Appears in 1 contract
Samples: Stock Purchase Agreement (PNC Financial Services Group Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by (a) such partyParty’s breach failure to (i) act in good faith, or (ii) take any action required in accordance with this Agreement or any Transaction Agreement, or (b) the failure of this Agreementan Affiliate of a Party to take any action required in accordance with any Transaction Agreement that such Affiliate is party to.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Company or any Parent Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach Party's failure to use the standard of efforts required from such Party to comply with this AgreementAgreement and consummate the transactions provided for herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused directly by such party’s a breach of this Agreement, the failure to act in good faith or the failure to use commercially reasonable efforts to cause the Closing to occur.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach failure to use the efforts required of such party pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 5.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Walgreens Boots Alliance, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by primarily resulted from such party’s breach of any of its representations, warranties, covenants or agreements in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII III to be satisfied if such failure was primarily caused by such partyParty’s breach of this Agreement.. ARTICLE IV
Appears in 1 contract
Samples: Equity Purchase Agreement (Insight Enterprises Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of failure to comply with or use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 5.02.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of this Agreement, including failure to use the required efforts standard as may be expressly set forth herein to cause the Closing to occur, as required by Section 7.03, or to satisfy its obligations under Section 7.04 or Section 7.05.
Appears in 1 contract
Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this Agreement.
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Frustration of Closing Conditions. No party Neither Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was were caused by such partyParty’s breach of failure to comply with its obligations under this Agreement.
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Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Agreement (Matthews International Corp)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of its obligations under this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Jaguar Global Growth Corp I)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use reasonable best efforts to cause the Closing to occur as required by Section 6.8.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Blueknight Energy Partners, L.P.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.7.
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Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s material breach of this Agreement, which breach causes such condition not to be satisfied.
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Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII ARTICLE V to be satisfied if such failure was caused by the failure of such party’s party to act in good faith or by the material breach of this AgreementAgreement by such party.
Appears in 1 contract
Samples: Joint Venture Agreement
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementbreach.
Appears in 1 contract
Samples: Master Services Agreement (Zanite Acquisition Corp.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of (or such party’s Affiliate’s) failure to comply with this AgreementAgreement or the other Transaction Documents or use the efforts required pursuant to this Agreement or the other Transaction Documents to cause the Closing to occur, including as required by Section 6.04.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement, including its failure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to use commercially reasonable efforts to cause the Closing to occur, as required by and subject to Section 6.4.
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Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such party’s breach of this Agreementactions or omissions.
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Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to consummate the Transactions.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII II to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this Agreement and consummate the transactions contemplated in this Agreement.
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Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied satisfied, if such failure was caused by such party’s breach failure to comply with any provision of this Agreement.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (KAMAN Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to act in good faith or to use all commercially reasonable efforts to cause the Closing to occur, as required by Section 6.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paine Webber Group Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use best efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 1 contract
Samples: Equity Purchase Agreement (Guardion Health Sciences, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of (or, as applicable, such Party’s failure to perform or comply with) its representations, warranties, covenants or obligations under this Agreement.
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Samples: Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure to use the efforts required in this AgreementAgreement to cause the Closing to occur, including as required by Section 6.4.
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Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreement.failure to use efforts to cause the Closing to occur as required by Section 6.5. ARTICLE IX
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Williams Partners L.P.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach 's failure to perform any of its obligations under this AgreementAgreement as and when required.
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Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or to use reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby.
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Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of this Agreementits own obligations hereunder.
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Samples: Asset Purchase Agreement (Bridge Investment Group Holdings Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 1 contract
Samples: Purchase Agreement (Cimpress N.V.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.6.
Appears in 1 contract
Samples: Securities Purchase Agreement (Winnebago Industries Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s material breach of this Agreement, which breach causes such condition (or any other condition for the benefit of such party) not to be satisfied. In addition, no party may assert against the other party the failure of the condition set forth in Section 7.3(f) (or that such condition is not capable of being satisfied) earlier than March 29, 2018.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jack in the Box Inc /New/)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marvell Technology Group LTD)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement in this AgreementAgreement by such party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Experience Investment Corp.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its reasonable best efforts to cause the Closing to occur.
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Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the First Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the direct result of such party’s failure to comply with or breach of any provision of this Agreement.
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Frustration of Closing Conditions. No party Party may rely on or assert the failure of any condition set forth in this Article VII to be satisfied VIII, as the case may be, if such failure results from or was caused primarily by such partyParty’s breach failure to comply with any provision of this Agreement.. 8.4
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use best efforts to cause the Closing to occur, as required by Section 5.3(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
Frustration of Closing Conditions. No party None of the Parties may rely on or assert the failure of any condition set forth in this Article VII to be satisfied 2 if such failure results from or was caused by such partyParty’s breach failure to comply with any provision of this AgreementAgreement (other than, for the avoidance of doubt, the failure of the Company to comply with the obligations set forth in Section 7.02(d), which shall not be taken into account for purposes of this Section 2.04).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Tradeweb Markets Inc.)
