Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 5 contracts
Sources: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Nupathe Inc.), Merger Agreement (Nupathe Inc.)
Failure of Conditions. None of the Company, Parent or Merger Sub Purchaser may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Bank Jos a Clothiers Inc /De/), Merger Agreement (Mens Wearhouse Inc)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied to excuse performance by such party Party of its obligations under this Agreement if such failure was caused by such partyParty’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 3 contracts
Sources: Rights Agreement (K Tron International Inc), Merger Agreement (K Tron International Inc), Merger Agreement (Hillenbrand, Inc.)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 7.1, Section 7.2 or Section 7.3 to be satisfied to excuse performance by such party Party of its obligations under this Agreement if such failure was caused by such partyParty’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Forestar Group Inc.), Merger Agreement (Horton D R Inc /De/), Merger Agreement (Forestar Group Inc.)
Failure of Conditions. None of the Company, Parent or Merger Sub Purchaser may rely on the failure of any condition set forth in Section 7.1 8.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith or to use reasonable best efforts to consummate the Merger and in a manner consistent with the terms of this Agreementother Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Makemusic, Inc.), Merger Agreement
Failure of Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.1 this Article VIII to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and in a manner consistent with the terms of this AgreementTransactions.
Appears in 2 contracts
Sources: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Failure of Conditions. None of Neither Parent nor the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused by such party’s failure to act in good faith and in a manner consistent compliance with the terms of this AgreementAgreement and the Offer.
Appears in 2 contracts
Sources: Merger Agreement (Dusa Pharmaceuticals Inc), Merger Agreement (Inspire Pharmaceuticals Inc)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 this Article 6 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused primarily by such party’s failure to act in good faith and in a manner consistent compliance with the terms of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Datalink Corp)
Failure of Conditions. None of Neither Parent nor the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused by such party’s 's failure to act in good faith and in a manner consistent compliance with the terms of this AgreementAgreement and the Offer.
Appears in 1 contract
Sources: Merger Agreement (Sepracor Inc /De/)
Failure of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s 's failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Endo Pharmaceuticals Holdings Inc)
Failure of Conditions. None of the Neither Company, Parent or nor Merger Sub may rely on shall be entitled to assert the failure of any condition set forth if, in Section 7.1 to be satisfied to excuse performance by such party breach of its obligations under this Agreement if or the terms of the Offer, such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Appears in 1 contract
Failure of Conditions. None of the Company, the Parent or the Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement hereunder, if such failure was caused by such party’s 's failure to act in good faith and in a manner consistent compliance with the terms of this AgreementAgreement and the Offer.
Appears in 1 contract