Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. Prior to the Termination Date, none of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated hereby.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent, US Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to act in good faith to comply with breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.01, 7.02 or 7.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith use its commercially reasonable efforts, as the case may be, to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.03.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was primarily caused by such partyParty’s material breach of or failure to act perform in good faith to comply with any material respect any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 5.5.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub Inc.or the Company may rely on the failure of any condition set forth in Article VII 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 act in good faith use its reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement or use its reasonable best efforts to consummate and consummate make effective the transactions contemplated herebyprovided for herein.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyOffer, the Merger and the other Transactions, as required by and subject to Section 6.4.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Article VII Sections 6.1, 6.2, or 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith use the standard of efforts required from such Party to comply with this Agreement and consummate the transactions contemplated herebyTransactions (and, in the case of Parent and Merger Sub, the Financing), including as required by and subject to Section 5.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely rely, as a basis for not consummating the Merger, on the failure of any condition set forth in Article VII Section 8.2 or Section 8.3, as the case may be, to be satisfied if such failure was caused by primarily due to such partyParty’s failure to act in good faith to comply with breach of any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. Prior to the Termination Date, none of Neither the Company, Parent or nor Merger Sub may rely on the failure of any condition set forth in Article VII Section 9.1, 9.2 or 9.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 8.4.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may shall be entitled to rely on the failure of any condition set forth in Article VII herein to be satisfied if such failure was caused by primarily due to the failure of any such party’s failure party to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII 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 act in good faith or to comply with this Agreement and use the standard of efforts required from such party to consummate the Merger and the other transactions contemplated hereby, including as required by and subject to Section 8.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.01 to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith to comply with breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s (or (a) in the case of Parent, Merger Sub’s, and (b) in the case of Merger Sub, Parent’s) failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was principally caused by such party’s breach of any material provisions of this Agreement, such party’s failure to act in good faith or such party’s failure to comply with this Agreement and consummate the transactions contemplated herebyperform fully its obligations under Section 6.4.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, Holdings or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.01, Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 5.03.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act comply in good faith to comply any material respect with its respective obligations under this Agreement and consummate to be performed at or prior to the transactions contemplated herebyClosing Date.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Article VII Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use the efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyhereby required under this Agreement, including as required by and subject to Section 6.2.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 5.1, 5.2 or 5.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.1, 8.2 or 8.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure breach of Section 7.5 (and subject, in the case of Parent, to act in good faith to comply with this Agreement and consummate the transactions contemplated herebySection 7.1(c)).

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.2(a), (b), (c), (d) or (e), as the case may be, to be satisfied if such failure was caused by such party’s failure to act breach of any covenant contained in good faith to comply with this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Article VII Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith to comply with this Agreement and its obligations to consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 5.3.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.3(a) or Section 6.3(b), as the case may be, to be satisfied if such failure was caused by such party’s failure to act breach of any covenant contained in good faith to comply with this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to Neither the Termination Date, none of Parent Entities nor the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Article VII Section 7.1 to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and its obligations to consummate the transactions contemplated herebyOffer, the Merger or the other Transactions to the extent required by this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated herebyprovided for herein.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied Sections 8.1 or 8.2, as the case may be, if such failure was caused by such party’s (or in the case of Parent or Merger Sub, either such party’s) failure to act in good faith to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination DateNeither Parent, none of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Article VII Section ‎6.1, Section ‎6.2 or Section ‎6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to Neither Parent, nor Merger Sub, nor the Termination Date, none of the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligations hereunder if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and its obligations to consummate the transactions contemplated herebyMerger and the other Transactions pursuant to this Agreement, including the obligations of such party pursuant to Section 6.3.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.1, 8.2 or 8.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with breach of any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith to comply with this Agreement or use its reasonable best efforts to consummate and consummate make effective the transactions provided for herein, including the financing contemplated herebyby the Debt Commitment Letters.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1 or Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its commercially reasonable efforts to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to Neither the Termination DateCompany nor any of Parent, none of the Company, Parent Merger Sub I or Merger Sub II may rely on the failure of any condition set forth in Article VII to be satisfied Section 6.1, Section 6.2 or Section 6.3, as the case may be, if such failure was caused by such partyParty’s failure to act in good faith to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to act in good faith to comply with breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger, as required by and subject to Section 5.4.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.2 or 7.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, including as required by and subject to Sections 6.8 and 6.15.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to comply with this Agreement and use its reasonable efforts to consummate the transactions contemplated herebyby this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, including as required by and subject to Section 6.8 and Section 6.12.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to comply with this Agreement and use its reasonable efforts to consummate the transactions contemplated herebyby this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated herebyperform its obligations hereunder.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, Merger Sub or Merger Sub II may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of or failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.01 to be satisfied if such failure was caused by such party’s failure to act in good faith use its commercially reasonable efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.2 or Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Buyer or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.01, Section 8.02 or Section 8.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused primarily by such party’s failure to act in good faith to comply with breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger, as required by Section 5.6.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.01, Section 6.02, or Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach, including such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 5.03.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.2 or Section 6.3(a), (b), (c) or (e), as the case may be, to be satisfied if such failure was caused by such party’s failure to act breach of any covenant contained in good faith to comply with this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions.

Frustration of Closing Conditions. Prior to the Termination Date, none None of (a) the Company, with respect to Section 6.1 and Section 6.3, as applicable, and (b) Parent or Merger Sub Sub, with respect to Section 6.1 and Section 6.2, as applicable, may rely on the failure of any such condition set forth in Article VII as the case may be, to be satisfied satisfied, if such failure was caused by by, or directly resulted from, such party’s (or in the case of Parent and Merger Sub, either party’s) failure to act in good faith to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.2 or 8.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, including as required by and subject to Section 7.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.3.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII ARTICLE VIII to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, including as required by and subject to Section 7.07, Section 7.14 and Section 7.15.

Frustration of Closing Conditions. Prior to the Termination Date, none of the Company, Neither Company nor Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was proximately caused by such party’s failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to None of Parent, the Termination Date, none of the Company, Parent Company or Merger Sub may rely on the failure of any condition set forth in Article VII Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated herebybreach of Section 6.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.01, Section 7.02, or Section 7.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act perform in good faith to comply with all material respects its obligations under this Agreement and consummate the transactions contemplated herebyor by such party’s material breach of any other provision of this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or and Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with this Agreement its obligations under Section 5.3, subject to the limitations and consummate the transactions contemplated herebyrestrictions set forth therein.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or the Merger Sub Subs may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.11.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by Section 5.4.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use commercially reasonable efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 6.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the CompanyCompany Entities, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act comply in good faith to comply any material respect with its respective obligations under this Agreement and consummate to be performed at or prior to the transactions contemplated herebyClosing Date.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on upon the failure of any condition set forth in Article VII Sections 6.1 or 6.2 to be satisfied if such failure was caused by by, or materially contributed to, such party’s failure to act in good faith to comply with breach of any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3 to be satisfied satisfied, as the case may be, if such failure was caused by the failure of the party seeking to invoke such party’s failure to act in good faith condition to comply with its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent the Buyer or the Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to act in good faith use its reasonable efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.6.

Frustration of Closing Conditions. Prior to the Termination DateNeither Parent, none of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied as a grounds for termination under Article VII if such failure was caused by such party’s failure to act in good faith to comply with the terms of this Agreement and consummate the transactions contemplated herebyAgreement, including Section 5.3.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.01, 7.02 or 7.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith use its commercially reasonable efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.03.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions as provided in this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, Midco or Merger Sub may rely on the failure of any condition set forth in Article VII Section 8.02 or Section 8.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, including as required by and subject to Section 7.08, Section 7.15 and Section 7.16.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Article VII Section 8.1, Section 8.2 or Section 8.3, as the case may be, to be satisfied relieve such Party of its respective obligations to consummate the Merger if such failure was principally caused by or the direct result of such partyParty’s breach, including such Party’s failure to act in good faith use the standard of efforts required from such Party to comply with this Agreement consummate the Merger and consummate the transactions contemplated hereby, as required by and subject to Section 7.3.

Frustration of Closing Conditions. Prior to None of Parent, Acquisition Sub or the Termination Date, none of the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Article VII Section 7.01, 7.02 or 7.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was proximately caused by such party’s failure to act in good faith or to comply with this Agreement and use its reasonable best efforts to consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 8.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Parent, Merger Sub or LLC may rely on the failure of any condition set forth in Article VII Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use its reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyMergers and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition to its obligation to consummate the transactions contemplated hereby set forth in Article VII Section 8.01, Section 8.02 or Section 8.03, as the case may be, to be satisfied if a material cause of such failure was caused by the failure of such party’s failure party to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied as grounds for its not consummating the Merger when otherwise required hereunder if such failure was caused by such party’s 's failure to act in good faith use its commercially reasonable efforts to comply with this Agreement and consummate the transactions contemplated hereby.Merger and the other Transactions, as required by and subject to the provisions of Section 5.4. 49

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Sections 8.1, 8.2 and 8.3 to be satisfied if such failure was caused by the failure of such party’s failure Party to act in good faith or to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any Offer Condition or any condition set forth in Article VII Sections 9.1, 9.2 and 9.3 to be satisfied if such failure was caused by the failure of such party’s failure Party to act in good faith or to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, act in good faith or use its reasonable best efforts to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, as required by and subject to Section 6.8.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Article VII Section 6.01 or the applicable Section 6.02 or Section 6.03 to be satisfied if such failure was caused by the failure of Parent, Merger Sub, TWG Re or the Company, as the case may be, to perform in all material respects any of such party’s failure to act in good faith to comply with obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and consummate the transactions contemplated herebyperform its obligations hereunder.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub Subsidiary may rely on the failure of any condition set forth in Article VII Section 9.02 or Section 9.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the Merger and the other transactions contemplated herebyby this Agreement, including as required by and subject to Section 7.04 and Section 8.09.

Frustration of Closing Conditions. Prior to the Termination Date, none of None of: (i) the Company, with respect to Section 5.1 and Section 5.3, as applicable; and (ii) Parent or Merger Sub Sub, with respect to Section 5.1 and Section 5.2, as applicable, may rely on the failure of any condition set forth in Article VII such condition, as the case may be, to be satisfied satisfied, if such failure was caused by by, or directly resulted from, such party’s failure to act (or in good faith to comply with the case of Parent and Merger Sub, either party’s) material breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied Section 7.1 or Section 7.2, as the case may be, if such failure was caused by such party’s (or in the case of Parent or Merger Sub, either such party’s) failure to act in good faith to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to Neither the Termination Date, none of the Company, Company nor Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Sections 5.1, 5.2 or 5.3, as the case may be, to be satisfied if such failure was caused by such party’s Party's failure to act in good faith use reasonable best efforts to comply with this Agreement and consummate the transactions contemplated herebyTransactions, to the extent required by and subject to Section 4.5 and the other applicable provisions of Article IV.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Buyer or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied Section 6.1, Section 6.2 or Section 6.3, as the case may be, if such failure was caused by such partyParty’s failure to act in good faith to comply with any provision of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Article VII Section 9.01, Section 9.02 or Section 9.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by primarily due to the failure of such party’s failure party to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination DateNone of New Company, none of the Company, Company Merger Sub, Parent or the Merger Sub Subs may rely on the failure of any condition set forth in Article VII 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 act in good faith or to comply with this Agreement and use the standard of efforts required from such party to consummate the Mergers and the other transactions contemplated hereby, including as required by and subject to Section 8.2.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent Parent, or Merger Sub may rely on the failure of any condition set forth in Article VII this Section 8 to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with breach of this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by primarily due to the failure of such party’s failure party to act in good faith to comply with perform any of its obligations under this Agreement and consummate the transactions contemplated hereby.Agreement. ARTICLE

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was principally caused by the failure of such party’s failure party to act perform in good faith to comply with all material respect its obligations under this Agreement (it being understood that Parent and consummate Merger Sub shall be deemed a single party for purposes of the transactions contemplated herebyforegoing).

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, as required by and subject to Section 5.5.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 7.2 or 7.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to act in good faith use the standard of efforts required from such party to comply with this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions, including as required by and subject to Sections 6.5 and 6.14.

Frustration of Closing Conditions. Prior to the Termination Date, none None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII Section 6.1 or Section 6.2.1 to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with failed condition is the result of a breach of its obligations under this Agreement and consummate the transactions contemplated herebyAgreement.

Frustration of Closing Conditions. Prior to the Termination DateNone of Parent, none of the Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Article VII Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied as a grounds for termination under Article VII if such failure was caused by such party’s failure to act in good faith to comply with any of terms of this Agreement and consummate the transactions contemplated herebyAgreement.