Frustration of Closing Conditions, Etc Sample Clauses

The 'Frustration of Closing Conditions' clause addresses situations where the conditions required for closing a transaction become impossible or impractical to fulfill due to unforeseen events or changes in circumstances. Typically, this clause outlines what happens if, for example, regulatory approvals cannot be obtained or a material adverse event occurs, making it impossible for one or both parties to meet their obligations. Its core function is to provide a clear mechanism for parties to terminate or renegotiate the agreement if closing conditions are frustrated, thereby allocating risk and preventing disputes over failed transactions.
Frustration of Closing Conditions, Etc. Neither BlackRock nor MLIM Parent may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under Section 5.5.
View SourceView Similar (4)
Frustration of Closing Conditions, Etc. None of the parties hereto may invoke or exercise any right based on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement. If the Closing occurs, all closing conditions set forth in Section 6.1 and Section 6.2 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer. If the Closing occurs, all closing conditions set forth in Section 6.1 and Section 6.3 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller. For the avoidance of doubt, nothing in this Section 6.4 shall relieve any party hereto from Liability for any breach of, or any failure to satisfy, any representation, warranty, covenant or agreement contained herein prior to the Closing Date.
View Source
Frustration of Closing Conditions, Etc. Neither Buyers, on the one hand, nor Seller Parent or Seller, on the other hand, may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under Section 5.5. The breach of the provisions set forth in Section 5.1(a)(iii) or 5.3(a)(i)(A) by Seller Parent or Seller, as the case may be, shall not be taken into account in determining the fulfillment or nonfulfillment of the condition set forth in Section 6.2(b) but in lieu thereof shall be treated as a breach of the applicable representation and warranty and shall be taken into account in determining the fulfillment or non-fulfillment of the condition set forth in Section 6.2(a).
View Source
Frustration of Closing Conditions, Etc. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under this Agreement. Table of Contents
View Source

Related to Frustration of Closing Conditions, Etc

  • Frustration of Closing Conditions None of Parent, Merger Sub Inc.or the Company 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 failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Frustration of Conditions Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below: