Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, this Article 10 to be satisfied if such failure was caused by such Partyparty’s breach of, or failure to comply with with, any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of Seller or Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 10.1 or Section 9.310.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers either Seller nor either Buyer may rely rely, either as a basis for not consummating the purchase and sale of the Assets or terminating this Agreement and abandoning such purchase and sale, on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach of any provision of this AgreementAgreement or failure to act in good faith.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.111.01, Section 9.2 11.02 or Section 9.311.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement, including Section 9.01.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused (through action or omission) solely by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.13.01 or 3.02, Section 9.2 or Section 9.3respectively, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementact in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 8.04.

Frustration of Closing Conditions. Neither Sellers Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.18(a), Section 9.2 8(b) or Section 9.38(c), as the case may berespectively, to be satisfied if such failure was caused by such Party’s party's failure to comply with any provision of this Agreementperform its obligations hereunder or to use its commercially reasonable efforts to cause the Closing to occur as required by Section 7(a).

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Sellers the Buying Parties nor Buyer Seller may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementconsummate the Transactions, as required by and subject to Section 7.2.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Seller, Parent or the Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.01 or Section 9.38.02, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision the terms of this Agreement, including Section 5.04 and Section 5.10.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was proximately caused by such Party’s failure to comply with any provision of this Agreementits obligations set forth in Section 5.3.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision the terms of this Agreement.

Frustration of Closing Conditions. Neither Sellers Except as required by Law, neither Seller Parent nor Buyer may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision material breach of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 or Section 9.310.2, 10.3, or, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.13.01 or 3.02, Section 9.2 or Section 9.3respectively, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision breach of the obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Buyer, Holdco or any Seller may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as 40 the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of its obligations to consummate the transactions contemplated by this AgreementAgreement as required by Section 7.7.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementuse commercially reasonable efforts to consummate the Transactions as required by and subject to Section 6.2.

Frustration of Closing Conditions. Neither the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was primarily caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, 9.3 to be satisfied if such failure was caused by such Party’s failure to materially comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.19, Section 9.2 10, or any right of termination under Section 9.311.2, as the case may be, if such failure was caused by such Party or such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, if such failure was primarily caused by such Partyparty’s failure to comply with any provision of this Agreement (including, for the avoidance of doubt, a party’s failure to comply with any provision of this Agreement that results in a failure of the condition set forth in Section 7.1(g) or Section 7.2(f) of the Property Transaction Agreement).

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 ‎8.1 or Section 9.3, as the case may be, ‎8.2 if such failure was caused by the direct result of such Party’s failure to comply with any provision material breach of this Agreement.

Frustration of Closing Conditions. Neither of the Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach of any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 6.2 or Section 9.36.3, as the case may be, if such failure was caused by such Party’s material failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely rely, either as a basis for not consummating the Sale or terminating this Agreement and abandoning the Sale, on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor None of Seller, the Company or Buyer may rely on the failure of any condition set forth in Section 9.112.1, Section 9.2 12.2 or Section 9.312.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 10.1 or Section 9.310.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementuse its reasonable best efforts to consummate the Transactions, as required by and subject to Section 7.7 and Section 7.8.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely rely, either as a basis for not consummating the Transactions or for terminating this Agreement and abandoning the Transactions, on the failure of any condition set forth in Section 9.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Transactions as required by and subject to Section 9.1.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 8.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to use its reasonable best efforts to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 8.1, Section 9.2 8.2 or Section 9.38.3 , as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer, on the one hand, nor Buyer Seller, on the other hand, may rely on the failure of any condition set forth in this Section 9.1, Section 9.2 or Section 9.3, as the case may be, 7 to be satisfied if such failure was caused by such Party’s or its respective Affiliates’ failure to act in good faith or to comply with any provision of this Agreementits agreements set forth herein.

Frustration of Closing Conditions. Neither the Sellers nor Buyer the Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused directly by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, to be satisfied if such failure was caused solely by such Party’s party's failure to comply with any provision of its obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.17.01, Section 9.2 7.02, or Section 9.3‎Section 7.03, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Sellers, Parent or Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with use its reasonable best efforts to consummate the Closing (subject to the applicable limitations set forth herein) and the other Transactions to occur at the Closing or due to the failure of such party to perform any provision of its other obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.. ARTICLE XI [RESERVED]

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.19.01, Section 9.2 9.02 or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01 and Section 6.02.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely rely, either as a basis for not consummating the Closing or for terminating this Agreement, on the failure of any condition set forth in Section 9.110.01, Section 9.2 10.02 or Section 9.310.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach in any material respect of any provision of this Agreement or failure in any material respect to use the standard of efforts required from such Party to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer the Seller Parties may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.02 or Section 9.38.03, as the case may be, to be satisfied if such failure was caused by due to the failure of such Party’s failure Party (or, in the case of the Seller Parties, Seller, QGH or the Company) to comply with perform any provision of its obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1Sections 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with perform any provision of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the transactions contemplated by this Agreement as required by and subject to Sections 6.3 and 6.11.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision breach of this Agreement.

Frustration of Closing Conditions. Neither Sellers Except as required by Law, neither Seller nor Buyer may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with (or its Affiliate’s) breach of any provision of representation, warranty, covenant or agreement set forth in this AgreementAgreement has been the cause of, or resulted in, such failure.

Frustration of Closing Conditions. Neither Sellers None of Seller nor Buyer Purchasers may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 9.01, Section 9.2 9.02 or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparties’ or party’s failure to use its reasonable best efforts to comply with any provision of this Agreement.. Exhibit 2.1 ARTICLE IX INDEMNIFICATION

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, to refuse to consummate the transactions contemplated by this Agreement if such failure was caused by such Party’s directly results from its or their failure to comply in all material respects with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, to refuse to consummate the transactions contemplated by this Agreement if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementhereof.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition conditions set forth in Section 9.18.1, Section 9.2 8.2, 8.3 or Section 9.38.4, as the case may be, if such failure was caused cause by such Party’s 's failure to comply with any provision provisions of this AgreementAgreeement.

Frustration of Closing Conditions. Neither Sellers the Purchaser nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, 9.3 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to comply with any provision of such Party’s obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Purchaser nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1‎9.1, Section 9.2 ‎9.2, or Section 9.3‎9.3, as the case may be, to be satisfied if such failure was caused by results in whole or in part from such Partyparty’s failure to comply with its obligations to consummate the transactions, or any provision other obligations, contemplated by this Agreement and the Ancillary Agreements as required by the provisions of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1SECTIONS 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s party's failure to comply with perform any provision of its obligations under this Agreement, including the obligation to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement as required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller nor Issuer may rely on the failure of any condition set forth in Section 9.1Sections 10.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s 's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Buyer, the Company nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of its obligations to consummate the transactions contemplated by this AgreementAgreement as required by Section 7.7.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely rely, either as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement, on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with breach of any provision of this Agreement or failure to use its reasonable best efforts to consummate the transactions contemplated by this Agreement, as required by Section 7.1(a).

Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in Section 9.1Sections 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused solely by such Partyparty’s failure to comply with any provision of its obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 7.1, Section 9.2 7.2, or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision use reasonable best efforts to consummate the Merger, as required by and subject to conditions of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.19.01, Section 9.2 9.02, or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of Purchaser or Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither None of Purchaser or the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.1 or Section 9.39.2, as the case may be, if such failure was principally caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of any provision of this Agreement or its failure to use its commercially reasonable efforts to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor Buyer the Buyers may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s 's failure to comply with any provision use reasonable efforts to consummate the Transaction contemplated by this Agreement, or otherwise occurred because of a breach of this AgreementAgreement by such Party.

Frustration of Closing Conditions. Neither the Sellers nor Buyer may rely on the failure of any condition to their respective obligations to consummate the Transaction set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s or its Affiliates’ failure to comply with use commercially reasonable efforts to satisfy the conditions to the consummation of the Transaction or by any provision other breach of a representation, warranty or covenant in this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was is caused by such Partyparty’s failure to comply with any provision of this Agreementuse commercially reasonable efforts to consummate the Transaction, as required by Section 6.3.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer the Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 6.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, if such failure was caused directly by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, to be satisfied if such failure was caused is due to the failure of such party to perform or observe its covenants and agreements hereunder, including its obligation to use reasonable best efforts to consummate the transactions contemplated by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Buyer nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3Sections 9.1 and 9.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 3.2 or Section 9.3, as the case may be, 3.3 respectively or in Section 3.1 to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementact in good faith or to use all reasonable efforts to cause the Closing to occur.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, 5.01(b) if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer of Purchaser or Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 5.1 or Section 9.35.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s material failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of Seller, the Agent or Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 10.1 or Section 9.310.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Purchaser nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1Sections 10.01, Section 9.2 10.02 or Section 9.310.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.