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.

Appears in 13 contracts

Samples: Asset Purchase Agreement (Steel Partners Holdings L.P.), Asset Purchase Agreement, Asset Purchase Agreement

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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.

Appears in 6 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase 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.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Fortune Brands Home & Security, Inc.), Asset and Stock Purchase Agreement (SB/RH Holdings, LLC), Asset and Stock Purchase Agreement (SB/RH Holdings, LLC)

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.

Appears in 6 contracts

Samples: Agreement and Plan of Mergers (Financial Engines, Inc.), Purchase and Sale Agreement (Sco Group Inc), Asset Purchase Agreement (Foot Locker Inc)

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.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

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.

Appears in 4 contracts

Samples: Share Purchase Agreement, Supply Agreement (Flotek Industries Inc/Cn/), Share Purchase Agreement (Flotek Industries Inc/Cn/)

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.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Genesis Energy Lp), Stock Purchase Agreement (Tronox LTD), Asset Purchase and Sale 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.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (American Midstream Partners, LP), Membership Interest Purchase Agreement (Green Plains Inc.), Membership Interest Purchase Agreement (American Midstream Partners, LP)

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement, Asset Purchase 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Impath Inc), Asset Purchase Agreement (Pegasus Communications Corp /), Asset Purchase Agreement (Directv Holdings LLC)

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.

Appears in 3 contracts

Samples: Purchase Agreement (Oneok Inc /New/), Purchase Agreement (Oneok Inc /New/), Asset Purchase Agreement (Oneok Inc /New/)

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.

Appears in 3 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp), Sale and Purchase Agreement (Cabot Corp)

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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Regis Corp), Purchase Agreement (Deltagen Inc), Agreement and Plan of Merger (DealerTrack Holdings, Inc.)

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Real Estate Partners L P), Note and Equity Purchase Agreement

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).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Vantas Inc), Stock Purchase Agreement (Carramerica Realty Corp), Stock Purchase Agreement (Reckson Services Industries Inc)

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sunoco LP), Asset Purchase Agreement (Sunoco LP), Asset Purchase Agreement (CST Brands, Inc.)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (MSC Industrial Direct Co Inc)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (World Moto, Inc.), Asset Purchase Agreement (Net Profits Ten Inc.)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase 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 proximately caused by such Party’s failure to comply with any provision of this Agreementits obligations set forth in Section 5.3.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amgen Inc), Asset Purchase Agreement (Celgene Corp /De/)

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Nii Holdings Inc)

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).

Appears in 2 contracts

Samples: Unit Purchase Agreement, Unit Purchase Agreement (Choice Hotels International Inc /De)

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.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Perrigo Co)

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Cit Group Inc)

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Microsemi Corp), Stock Purchase Agreement (Mercury Systems Inc)

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.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Martin Marietta Materials Inc)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bell Industries Inc /New/), Asset Purchase Agreement (Bell Industries Inc /New/)

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.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Tronox LTD), Stock and Asset Purchase Agreement (FMC Corp)

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Crown Castle International Corp), Stock Purchase Agreement (Quanta Services Inc)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BOISE CASCADE Co), Asset Purchase Agreement (BOISE CASCADE Co)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sharper Image Corp), Asset Purchase 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (SunOpta Inc.), Purchase and Sale Agreement (Waste Connections, Inc.)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (International Shipholding Corp), Asset Purchase Agreement

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)

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.

Appears in 2 contracts

Samples: Custodial Transfer and Asset Purchase Agreement (Healthequity, Inc.), Custodial Transfer and Asset Purchase Agreement (CONDUENT Inc)

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.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Callon Petroleum Co), Membership Interest Purchase Agreement (Callon Petroleum Co)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aaipharma Inc), Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc)

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Midway Games Inc), Stock Purchase Agreement (Midway Games Inc)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Yumanity Therapeutics, Inc.), Asset Purchase Agreement (XBiotech Inc.)

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement           asset Purchase Agreement, Asset Purchase Agreement (Midway Games Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Sharper Image Corp)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Cicero Inc)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WPX Energy, Inc.)

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition conditions 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 proximately caused by such Party’s failure to comply with any provision of this Agreementits obligations set forth in Section 5.4.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Deluxe Corp)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Top Image Systems LTD)

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 's failure to comply with any provision of this Agreement.. Article XI

Appears in 1 contract

Samples: Asset Purchase Agreement (Footstar Inc)

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 8.01, Section 9.2 8.02 or Section 9.38.03, 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 5.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mr. Cooper Group Inc.)

Frustration of Closing Conditions. Neither Sellers Except as required by applicable Law, neither Seller nor Buyer 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, 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.

Appears in 1 contract

Samples: Option and Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midcoast Energy Resources Inc)

Frustration of Closing Conditions. Neither Sellers the Buyer nor Buyer any of the Contributors 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 failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Osprey Energy Acquisition Corp)

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.

Appears in 1 contract

Samples: Purchase Agreement (National City Corp)

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.

Appears in 1 contract

Samples: Share Purchase Agreement (Glatfelter Corp)

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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Univar Solutions Inc.)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentek Inc)

Frustration of Closing Conditions. Neither the Buyer nor the Sellers nor Buyer may rely rely, either as a basis for not consummating the Closing or for terminating this Agreement and abandoning the transactions contemplated hereby, on the failure of any condition set forth in Section 9.1, Section 9.2 9.01 or Section 9.39.02, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision breach of a covenant, agreement, representation, or warranty of this AgreementAgreement by such party.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Financial Bancorp /Oh/)

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.

Appears in 1 contract

Samples: Share Purchase Agreement (Seacor Holdings Inc /New/)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polyone Corp)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Contura Energy, Inc.)

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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CBS Outdoor Americas Inc.)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teradata Corp /De/)

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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Southern Power Co)

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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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lin Television Corp)

Frustration of Closing Conditions. Neither Buyer nor 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, 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 and subject to Section 8.10.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)

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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (McGraw-Hill Companies Inc)

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 6.1 or Section 9.36.2, as the case may be, if such failure was primarily caused by such Partyparty’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hemisphere Media Group, Inc.)

Frustration of Closing Conditions. Neither Sellers Buyer, the Company 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 primarily caused by such Party’s failure material breach of its obligations to comply with any provision consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hormel Foods Corp /De/)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tropicana Entertainment Inc.)

Frustration of Closing Conditions. Neither 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, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Proliance International, Inc.)

Frustration of Closing Conditions. Neither Buyer nor Sellers nor Buyer may rely on the failure of any condition conditions set forth in Section 9.1, 8 above or this Section 9.2 or Section 9.3, as the case may be, 9 to be satisfied if such failure was caused by such Party’s party's failure to comply with any provision of this Agreementact in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.11 above.

Appears in 1 contract

Samples: Stock Purchase Agreement (Valmont Industries Inc)

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, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DigitalBridge Group, Inc.)

Frustration of Closing Conditions. Neither the Sellers nor or 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 bebe (but specifically excluding Section 6.3(e)), to be satisfied if such failure was caused by such Party’s (or any of its Affiliates’) breach of this Agreement or failure to comply with any provision of act in good faith or use its reasonable efforts to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lightpath Technologies Inc)

Frustration of Closing Conditions. Neither Sellers Buyer, Buyer Bank nor Buyer Seller may rely on the failure of any condition set forth in Section 9.17.01, Section 9.2 7.02 or Section 9.37.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with use reasonable best efforts to consummate any provision of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bancorp /Vt)

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.17.01, Section 9.2 7.02 or Section 9.37.03 (except in each case for any failure of a condition that would cause the Closing to be a violation of Law), as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mr. Cooper Group Inc.)

Frustration of Closing Conditions. Neither Sellers Purchasers, the Purchaser Designees nor Buyer the Company 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.

Appears in 1 contract

Samples: Investment Agreement (Lodgenet Interactive Corp)

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.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tetra Technologies Inc)

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely 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 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 7.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stoneridge Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Macquarie Infrastructure CO LLC)

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 or Section 9.3, as the case may be, 9.1 if such failure was caused by such Partyparty’s failure to comply with any provision of this AgreementAgreement or any of the Ancillary Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser 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 Partyparty’s failure to comply with use its reasonable best efforts to consummate the Transactions or due to the failure of such party to perform any provision of its other obligations under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cable One, Inc.)

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 the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newpark Resources Inc)

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer may Seller are entitled to rely on the failure of any condition of the conditions 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 Agreementits obligations to consummate the Transactions, as required by and subject to Section 6.20.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (Pico Holdings Inc /New)

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 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monsanto Co /New/)

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 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, to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orleans Homebuilders Inc)

Frustration of Closing Conditions. Neither Buyer nor Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 6.1 or Section 9.36.2, as the case may be, to refuse to consummate the transactions contemplated by this Agreement if such failure was caused by such Partyparty’s or parties’ failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Equity Purchase Agreement (Healthstream Inc)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clayton Holdings Inc)

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.

Appears in 1 contract

Samples: Asset Purchase 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Watts Water Technologies Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenveo, Inc)

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]

Appears in 1 contract

Samples: Asset Purchase Agreement (Lehman Brothers Holdings Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Eagle Outfitters Inc)

Frustration of Closing Conditions. Neither None of Buyer, the Company, Seller Representative 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 primarily caused by such Party’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Interest and Stock Purchase Agreement (SOC Telemed, Inc.)

Frustration of Closing Conditions. Neither Sellers the Company nor Buyer Seller, on the one hand, or Buyer, on the other hand, 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 (or, in the case of Buyer, any of Buyer Corp’s, Buyer Corp Sub’s, or Buyer LLC Sub’s) failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Vantiv, Inc.)

Frustration of Closing Conditions. Neither None of the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, 9(a) or 9(b) if such failure was caused by any such Party’s failure to comply with any provision of this Agreement. The Buyer may not rely on the failure of any condition set forth in Section 9.2 9(a) or Section 9.3, as the case may be, 9(c) if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Foot Locker, Inc.)

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, to be satisfied if such failure was caused by such Party’s 's failure to comply with perform any provision of its obligations arising under this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (C&d Technologies Inc)

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.

Appears in 1 contract

Samples: Purchase Agreement (Arm Financial Group Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dcap Group Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ingevity Corp)

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 9.37.03, as the case may be, if such failure was caused by such Partyparty’s failure to comply with breach of any provision of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Water Works Company, Inc.)

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.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Colfax CORP)

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