Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.
Appears in 31 contracts
Samples: Agreement of Purchase and Sale (Healthcare Trust of America Holdings, LP), Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Duke Realty Limited Partnership/)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable the efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur as required by this Agreement, including Section 5.1.
Appears in 8 contracts
Samples: Stock and Asset Purchase Agreement (Cbre Group, Inc.), Purchase Agreement (Visteon Corp), Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer any Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was were caused by such party’s failure to act in good faith or such party’s failure to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with Section 6.3.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Sections 6.03 and 6.04.
Appears in 4 contracts
Samples: Assignment and Assumption Agreement (International Paper Co /New/), Purchase Agreement (Weyerhaeuser Co), Pulpwood Supply Agreement (Weyerhaeuser Co)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V III to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable its best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 8.04.
Appears in 4 contracts
Samples: Asset Purchase Agreement (ContraVir Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.), Asset Purchase Agreement (Synergy Pharmaceuticals, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.04.
Appears in 4 contracts
Samples: Asset Purchase Agreement (B&G Foods, Inc.), Asset Purchase Agreement (Pinnacle Foods Inc.), Asset Purchase Agreement (McCormick & Co Inc)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer Purchaser may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s its failure to comply with the covenants set forth herein, act in good faith or use the standard of efforts required from such Party to use commercially reasonable efforts to cause consummate the applicable conditions to Closing of the other party to be satisfiedContemplated Transactions.
Appears in 4 contracts
Samples: Unit Purchase Agreement (McClatchy Co), Unit Purchase Agreement (Graham Holdings Co), Unit Purchase Agreement (Gannett Co Inc /De/)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V IV to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts comply with its obligations under Section 9.01 to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Midatech Pharma PLC)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was were caused by such party’s failure to act in good faith or such party’s failure to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.04.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Joe's Jeans Inc.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V X to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, including as required by Section 6.04.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Neogenomics Inc), Asset Purchase Agreement (Starwood Property Trust, Inc.), Stock Purchase Agreement (General Electric Co)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V ARTICLE IX to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions to Closing of the other party to be satisfied, including as required by Section 7.5.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Fortress Biotech, Inc.)
Frustration of Closing Conditions. Neither Purchaser nor the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable the efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur as required by Section 5.05.
Appears in 3 contracts
Samples: Asset and Stock Purchase Agreement (Freeport McMoran Copper & Gold Inc), Asset and Stock Purchase Agreement (Om Group Inc), Asset and Stock Purchase Agreement (Om Group Inc)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, including as required by Section 5.05.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Freds Inc), Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any a closing condition set forth in this Article V to be satisfied Sections 5.1 or 5.2 if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 3 contracts
Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale, Agreement of Purchase and Sale
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable its best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.04.
Appears in 2 contracts
Samples: Asset Purchase Agreement (B&G Foods, Inc.), Asset Purchase and Sale Agreement (Potlatchdeltic Corp)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Parent may rely on the failure of any condition set forth in this Article V IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 7.3(b).
Appears in 2 contracts
Samples: Purchase Agreement (Chart Industries Inc), Purchase Agreement (Cryoport, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V ARTICLE IV to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts comply with its obligations under Section 9.01 to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser, on the one hand, nor the Buyer Seller on the other hand, may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Salton Inc), Purchase Agreement (Spectrum Brands, Inc.)
Frustration of Closing Conditions. Neither the Sellers Buyer, Parent nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to faith, use commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur as required by Section 6.3, or otherwise perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (SSI Southland Holdings, Inc.), Share Purchase Agreement (Trestle Transport, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser, on the one hand, nor the Buyer Seller, on the other hand, may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Olin Corp), Purchase Agreement (Global Brass & Copper Holdings, Inc.)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing (or Serial Closing, as applicable) of the other party to be satisfied.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Healthcare Trust of America Holdings, LP)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Sellers may rely on the failure of any condition set forth in this Article V 9 to be satisfied if such failure was caused by such party’s bad faith actions or such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur in accordance with Section 7.11 and Section 7.13.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Hi-Crush Partners LP), Membership Interest Purchase Agreement
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition to the Closing set forth in this Article V 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under Section 6.08.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Dynegy Inc.), Membership Interest Purchase Agreement (Dynegy Inc.)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer of Seller or Purchaser may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfied.occur, as required by Section 6.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)
Frustration of Closing Conditions. Neither None of Sellers, the Sellers nor Company or the Buyer may rely on the failure of any condition set forth in this Article V Section 2.6 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable closing conditions to Closing of the such other party Party to be satisfied.
Appears in 2 contracts
Samples: Business Combination Agreement (dMY Technology Group, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing such party’s breach of the other party to be satisfiedthis Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Buckeye Partners, L.P.), Purchase and Sale Agreement
Frustration of Closing Conditions. Neither the Purchaser nor Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its, their or his reasonable best efforts or commercially reasonable efforts best efforts, as applicable, to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Paincare Holdings Inc)
Frustration of Closing Conditions. Neither Purchaser, on the Sellers one hand, nor Seller, on the Buyer other hand, may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such partyParty’s or its respective affiliates’ failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dova Pharmaceuticals, Inc.), Stock Purchase Agreement (Dova Pharmaceuticals, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.04.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Anglogold Ashanti LTD), Stock Purchase Agreement (Newmont Mining Corp /De/)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V ARTICLE VI to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 2 contracts
Samples: Shareholders Agreement (Terex Corp), Stock and Asset Purchase Agreement
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V XI to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use commercially reasonable its best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur as required by Section 10.6.
Appears in 2 contracts
Samples: Asset and Land Purchase Agreement (Sun International Hotels LTD), Asset and Land Purchase Agreement (Starwood Hotels & Resorts)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neose Technologies Inc), Asset Purchase Agreement (Neose Technologies Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was were caused by such party’s failure to act in good faith or such party’s failure to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with Section 6.3.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (DHX Media Ltd.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V Section 6.1 or 6.2, respectively, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Maiden Holdings, Ltd.), Stock Purchase Agreement (Maiden Holdings, Ltd.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V IV to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 7.3.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Ashland Global Holdings Inc), Asset Purchase Agreement (Ashland Global Holdings Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V III to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 8.04.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Seattle Genetics Inc /Wa), Asset Purchase Agreement (Seattle Genetics Inc /Wa)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer of Seller or Purchaser may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 4.7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD), Stock Purchase Agreement (Allstate Corp)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.3(b).
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers nor the Buyer Company may rely on the failure of any condition set forth in this Article V XI to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 9.1.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V X to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 8.1.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V Articles VI or VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts its Reasonable Efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur in accordance with this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrys Energy Group, Inc.)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by the failure of such party’s failure party (or, in the case of Seller, the Company) to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.03.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Virgin Trains USA LLC)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable its best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.02(b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Synchronoss Technologies Inc)
Frustration of Closing Conditions. Neither the Purchaser nor Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its, their or his reasonable best efforts or commercially reasonable efforts best efforts, as applicable, to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Paincare Holdings Inc)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.05.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Telvent Git S A)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V XI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions to Closing of the other party to be satisfied, including as required by Sections 7.10 and 7.11.
Appears in 1 contract
Samples: Execution Version Stock and Asset Purchase Agreement (John Wiley & Sons, Inc.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V Section 2.6 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable closing conditions to Closing of the each such other party Party to be satisfied, including as required by Section 5.2.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer Purchaser may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, including as required by Section 5.05.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.03.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V Article X to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable the level of efforts required by this Agreement to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, including as required by Section 6.04.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.05.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cytec Industries Inc/De/)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Sellers may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.4.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Retirement Corp)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V X to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable best efforts to cause the applicable conditions to Closing Conditions of the other party Party to be satisfied, including as required by Section 6.04.
Appears in 1 contract
Samples: Asset Purchase Agreement (Western Alliance Bancorporation)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.2(a).
Appears in 1 contract
Samples: Intellectual Property Asset Purchase Agreement (Vince Holding Corp.)
Frustration of Closing Conditions. Neither Buyers, on one hand, nor Sellers, on the Sellers nor the Buyer other hand, may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by the failure of such party’s failure party to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under Section 5.5.
Appears in 1 contract
Samples: Securities Purchase Agreement (Friedman Billings Ramsey Group Inc)
Frustration of Closing Conditions. Neither the Sellers Vendor nor the Buyer Purchaser may rely on the failure of any condition set forth in this Article V 9 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith faith, or to use commercially reasonable efforts to cause the applicable conditions to Closing Conditions of the each such other party Party to be satisfied.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core Scientific, Inc./Tx)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer Purchaser may rely on the failure of any condition set forth in this Article V ARTICLE VI to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or such Party’s failure to act in compliance with the terms of this Agreement, including to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.8.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)
Frustration of Closing Conditions. Neither Purchaser, on the Sellers one hand, nor the Buyer Seller Parties, on the other hand, may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s or its respective affiliates’ failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use commercially its reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: LLC Interest Purchase Agreement (Wellsford Real Properties Inc)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was were caused by such party’s failure to act in good faith or such party’s failure to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.04.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V X to be satisfied if such failure was caused by such partyParty’s or its respective Affiliates’ failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Banc of California, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Sellers may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cambium Learning Group, Inc.)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V ARTICLE VI to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under Section 5.9.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Midstream Partners, LP)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V X to be satisfied if such failure was primarily caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing breach of the other party to be satisfiedthis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Williams Industrial Services Group Inc.)
Frustration of Closing Conditions. Neither the Sellers Archway Parties nor the Buyer may rely on the failure of any condition set forth in this Article V ARTICLE IV to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nexeo Solutions Holdings, LLC)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer any Seller may rely on the failure of any condition set forth in this Article V IX to be satisfied if such failure was primarily caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedsatisfy its obligations as required by Section 7.3(b).
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V XI to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts comply with its obligations to cause the applicable conditions Closing to Closing occur, including as required by the terms of the other party to be satisfiedSection 7.03.
Appears in 1 contract
Samples: Equity Purchase Agreement (Beacon Roofing Supply Inc)
Frustration of Closing Conditions. Neither the Sellers Buyer, on one hand, nor the Buyer Sellers, on the other hand, may rely on the failure of any condition set forth in this Article V VII (Conditions to Closing) to be satisfied if such failure was caused by the failure of such party’s failure party to act in good faith or to use commercially reasonable such efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur as required by Section 6.6 (Other Actions; Filings).
Appears in 1 contract
Samples: Securities Purchase Agreement (Duane Reade Holdings Inc)
Frustration of Closing Conditions. Neither Purchaser nor the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its obligations under this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fox Factory Holding Corp)
Frustration of Closing Conditions. Neither Buyer, on the Sellers one hand, nor Seller, on the Buyer other hand, may rely on the failure of any condition set forth in this Article V IX to be satisfied if such failure was caused by such party’s or its respective Affiliates’ failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 4.1(a).
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V VIII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexeo Solutions Holdings, LLC)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer any Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.07.
Appears in 1 contract
Samples: Copy Stock Purchase Agreement (Pseg Energy Holdings LLC)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was primarily caused by such party’s 's failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedperform its obligations hereunder.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Ultrapetrol Bahamas LTD)
Frustration of Closing Conditions. Neither the Buyer nor Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 7.3(b).
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V ARTICLE IV to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts comply with its obligations under Section 9.01 or Section 9.01(b) to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Galena Biopharma, Inc.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s breach of any provision of this Agreement or such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedfaith.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 5.2.
Appears in 1 contract
Samples: Asset Purchase Agreement (Freds Inc)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s or its Affiliates’ failure to act in good faith or to use commercially reasonable the required efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Sections 6.4 and 6.5.
Appears in 1 contract
Samples: Stock Purchase Agreement (Isle of Capri Casinos Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if the proximate cause of such failure was caused by such partyParty’s or its Affiliates’ failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedmaterially comply with its agreements and obligations as set forth herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Travere Therapeutics, Inc.)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, to act in good faith or (except as otherwise expressly contemplated herein) to use commercially its reasonable best efforts to cause consummate the applicable conditions to Closing of the other party to be satisfiedtransactions contemplated by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V III to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nexeo Solutions Holdings, LLC)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer Purchaser may rely on the failure of any condition set forth in this Article V Section 9 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable reasonably efforts to cause the applicable conditions to Closing closing of the other party to be satisfied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Healthcare Realty Trust Inc)
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer may Seller may, for purposes of Section 8.1, rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Buckeye Partners, L.P.)
Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V IV to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexeo Solutions Holdings, LLC)
Frustration of Closing Conditions. 5.3.1 Neither the Buyer nor Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s 's failure to act in reasonable good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedfaith.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or such Party’s failure to use its commercially reasonable efforts to cause the applicable such conditions to Closing of the other party to be satisfied, as required under Section 6.6 (Further Assurances; Commercially Reasonable Efforts).
Appears in 1 contract
Samples: Asset Purchase Agreement (Caseys General Stores Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfiedcomply with its agreements set forth herein.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer any Seller may rely on the failure of any condition set forth in this Article V IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 7.3(b).
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Buyer nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 6.5.
Appears in 1 contract
Samples: Asset Purchase Agreement (True Nature Holding, Inc.)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions each Closing to Closing of the other party to be satisfiedoccur, as required by Section 10.03.
Appears in 1 contract
Samples: Acquisition Agreement (Alcoa Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 4.04.
Appears in 1 contract
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V VI to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur.
Appears in 1 contract
Samples: Purchase Agreement (Hei Inc)
Frustration of Closing Conditions. Neither the Sellers Purchaser nor the Buyer Seller may rely on the failure of any condition set forth in this Article V III to be satisfied if such failure was caused by such party’s material breach of this Agreement or such party’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 8.04.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co)
Frustration of Closing Conditions. Neither the Sellers Seller nor the Buyer may rely on the failure of any condition set forth in this Article V IV to be satisfied if such failure was caused in any respect by such partyParty’s failure to act in good faith or to use commercially its reasonable best efforts to cause the applicable conditions Closing to Closing of the other party to be satisfiedoccur, as required by Section 7.3.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Huntsman International LLC)
