Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.01, 6.2 7.02 or 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.45.5.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub Inc.or the Company may rely on the failure of any condition set forth in Section 6.19.1, 6.2 Section 9.2 or 6.3Section 9.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated hereby, as required by and subject to Section 5.4or other breach of or noncompliance with this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 use perform in any material respect any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Offer, the Merger and the other Transactions, as required by and subject to Section 5.46.4.

Frustration of Closing Conditions. None of Neither the Company, Parent or nor Merger Sub may rely on the failure of any condition set forth in Section 6.19.1, 6.2 9.2 or 6.39.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.48.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may shall be entitled to rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, herein to be satisfied if such failure was caused by primarily due to the failure of any such party’s failure party to use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. 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 Section 6.1, 6.2 8.2 or 6.3Section 8.3, as the case may be, to be satisfied if such failure was caused by primarily due to such partyParty’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.19.1, 6.2 Section 9.2 or 6.3Section 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated hereby, including as required by and subject to Section 5.48.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section Sections 6.1, 6.2 6.2, or 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use its commercially reasonable the standard of efforts required from such Party to consummate the Transactions (and, in the case of Parent and Merger and Sub, the other TransactionsFinancing), including as required by and subject to Section 5.45.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, Article 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 commercially reasonable best efforts to consummate and make effective the Merger and the other Transactions, as required by and subject to Section 5.4transactions provided for herein.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use comply with its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject Transactions or due to Section 5.4the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 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 use act in good faith or such party’s failure to perform fully its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to obligations under Section 5.46.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, Transactions as required by and subject to Section 5.4provided in this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Midco or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 8.02 or 6.3Section 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 5.47.08, Section 7.15 and Section 7.16.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.2(a), 6.2 (b), (c), (d) or 6.3(e), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any covenant contained in this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 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 use comply with its commercially reasonable efforts obligations to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.45.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 5.47.07, Section 7.14 and Section 7.15.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.1, 6.2 8.2 or 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent the Buyer or the Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.6.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub II may rely on the failure of any condition set forth in 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 use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 7.01 to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required transactions contemplated by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 8.2 or 6.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4comply with any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, 6.2 Section 7.02, or 6.3Section 7.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use perform in all material respects its commercially reasonable efforts to consummate the Merger and the obligations under this Agreement or by such party’s material breach of any other Transactions, as required by and subject to Section 5.4provision of this Agreement.

Frustration of Closing Conditions. None of the CompanyCompany Entities, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply in any material respect with its commercially reasonable efforts respective obligations under this Agreement to consummate be performed at or prior to the Merger and the other Transactions, as required by and subject to Section 5.4Closing Date.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use perform its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations hereunder.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent Parent, or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.46.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3Section 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any covenant contained in this Agreement.

Frustration of Closing Conditions. None of Neither the Company, Parent or Merger Sub Entities nor the Company may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 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 use comply with its commercially reasonable efforts obligations to consummate the Offer, the Merger and or the other Transactions, as Transactions to the extent required by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.36.3 to be satisfied, as the case may be, to be satisfied if such failure was caused by the failure of the party seeking to invoke such party’s failure condition to use comply with its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. 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 Section 6.1, 6.2 or 6.3, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4comply with any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, Article 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 commercially reasonable best efforts to consummate and make effective the Merger and transactions provided for herein, including the other Transactions, as required financing contemplated by and subject to Section 5.4the Debt Commitment Letters.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 6.1 or 6.3Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4perform any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts act in good faith to consummate the Merger and the other Transactions, as required transactions contemplated by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.2(a), 6.2 Section 6.2(b), Section 6.2(c), Section 6.3(a) or 6.3Section 6.3(b), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any covenant contained in this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.15.1, 6.2 5.2 or 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on upon the failure of any condition set forth in Section 6.1, Sections 6.1 or 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by by, or materially contributed to, such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Section 6.18.1, 6.2 Section 8.2 or 6.3Section 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 use its commercially reasonable the standard of efforts required from such Party to consummate the Merger and the other Transactionstransactions contemplated hereby, as required by and subject to Section 5.47.3.

Frustration of Closing Conditions. None of the CompanyNeither Parent, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in 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 use its commercially reasonable efforts to consummate comply with the Merger and the other Transactionsterms of this Agreement, as required by and subject to including Section 5.45.3.

Frustration of Closing Conditions. None Neither the Company nor any of the CompanyParent, Parent Merger Sub I or Merger Sub II may rely on the failure of any condition set forth in 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 partyParty’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4comply with any provision of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, Article 7 to be satisfied if such failure was caused by such partyParty’s failure to use its commercially reasonable efforts act in good faith to comply with this Agreement and consummate the Merger and the other Transactions, as required by and subject to Section 5.4transactions provided for herein.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 Sections 8.1 or 6.38.2, as the case may be, to be satisfied if such failure was caused by such party’s (or in the case of Parent or Merger Sub, either such party’s) failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4comply with any provision of this Agreement.

Frustration of Closing Conditions. None of the CompanyNeither Parent, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 6.1‎6.1, 6.2 Section ‎6.2 or 6.3Section ‎6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply with its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of Neither Parent, nor Merger Sub, nor the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 use comply with its commercially reasonable efforts obligations to consummate the Merger and the other TransactionsTransactions pursuant to this Agreement, as required by and subject including the obligations of such party pursuant to Section 5.46.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 8.2 or 6.38.3, 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, including as required by and subject to Section 5.47.5.

Frustration of Closing Conditions. None of the Company, Parent or and Merger Sub may rely on the failure of any condition set forth in 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 use comply with its commercially reasonable efforts to consummate the Merger and the other Transactionsobligations under Section 5.3, as required by and subject to Section 5.4the limitations and restrictions set forth therein.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other TransactionsMerger, as required by and subject to Section 5.45.6.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, 6.2 Section 6.02, or 6.3Section 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactions, as required by and subject to Section 5.45.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 7.2 or 6.37.3, 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, including as required by and subject to Section 5.4Sections 6.8 and 6.15.

Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable the efforts to consummate the Merger and the other Transactionstransactions contemplated hereby required under this Agreement, including as required by and subject to Section 5.46.2.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other TransactionsMerger, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent Parent, Holdings or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, 6.2 Section 6.02, or 6.3Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.45.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 7.2 or 6.3Section 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, including as required by and subject to Section 5.46.8 and Section 6.12.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required transactions contemplated by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply in any material respect with its commercially reasonable efforts respective obligations under this Agreement to consummate be performed at or prior to the Merger and the other Transactions, as required by and subject to Section 5.4Closing Date.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.1, 6.2 8.2 or 6.38.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate breach of Section 7.5 (and subject, in the Merger and the other Transactionscase of Parent, as required by and subject to Section 5.47.1(c)).

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required transactions contemplated by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or the Merger Sub Subs may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.11.

Frustration of Closing Conditions. None of Parent, the Company, Parent Company or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to breach of Section 5.46.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, 6.2 7.02 or 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its commercially reasonable efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent Buyer or Merger Sub may rely on the failure of any condition set forth in Section 6.18.01, 6.2 Section 8.02 or 6.3Section 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 7.1 or 6.3Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s (or in the case of Parent or Merger Sub, either such party’s) failure to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4comply with any provision of this Agreement.

Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 5.1, 6.2 5.2 or 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s Party's failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as to the extent required by and subject to Section 5.44.5 and the other applicable provisions of Article IV.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, this Article VII to be satisfied if such party's failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to consummate the Merger and transactions contemplated hereby in accordance with Section 6.5 has been a principal cause of the other Transactions, as required by and subject failure of such condition to Section 5.4be satisfied.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Sections 6.2 or 6.3, 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 5.4Sections 5.5 and 5.15 or other material breach by such party of any covenant or agreement in this Agreement or any material breach of such party’s representations and warranties.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub Purchaser may rely on the failure of any condition set forth in Section 6.1, 6.2 7 or 6.3, as the case may be, Annex I to be satisfied if such failure was proximately caused by the failure of such party’s failure Party to use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactionscovenants, as required by and subject to Section 5.4obligations or agreements under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 5.1, 6.2 5.2 or 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of any material provision of this Agreement or failure to use perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4material obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required transactions contemplated by and subject to Section 5.4this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.01, 6.2 Section 6.02 or 6.3Section 6.03, as the case may be, to be satisfied if such failure was caused by the failure of such party’s failure party to use perform its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.18.01, 6.2 8.02 or 6.38.03, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4breach of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 this Agreement or failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3Section 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 commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.8.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 6.1, 6.2 6.01 or 6.3, as the case may be, 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use perform its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations hereunder.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub Subsidiary may rely on the failure of any condition set forth in Section 6.1, 6.2 9.02 or 6.3Section 9.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, including as required by and subject to Section 5.47.04 and Section 8.09.

Frustration of Closing Conditions. None of 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 Section 6.1, 6.2 or 6.3such 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 use its commercially reasonable efforts to consummate (or in the case of Parent and Merger and the other TransactionsSub, as required by and subject to Section 5.4either party’s) material breach of this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to the provisions of Section 5.4.. 49

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 8.1, 6.2 or 6.3, as the case may be, 8.2 and 8.3 to be satisfied if such failure was caused by the failure of such party’s failure Party to use act in good faith or to perform any of its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4obligations under this Agreement.

Frustration of Closing Conditions. 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 Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement or failure in any material respect to use its commercially reasonable the standard of efforts required from such Party to consummate the Merger and the other Transactions, as required by and subject to Section 5.4transactions contemplated hereby.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 or 6.3, as the case may be, 8.1 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.47.8(a).

Frustration of Closing Conditions. None of the Company, the Parent or the Merger Sub Subsidiary may rely on the failure of any condition set forth in Section 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 material breach of this Agreement has been a principal cause of the failure of such condition to use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4be satisfied.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, 6.2 7.2 or 6.37.3, 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 use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, including as required by and subject to Section 5.46.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts act in good faith to comply with this Agreement and consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, 6.2 Section 7.02, or 6.3Section 7.03, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach, including such Party’s failure to use its commercially reasonable the standard of efforts required from such party to consummate the Merger and the other Transactionstransactions contemplated hereby, as required by and subject to Section 5.46.15.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 7.2 or 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.46.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, 6.2 Section 7.2 or 6.3, as the case may be, Section 7.3 to be satisfied if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.46.9.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in 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 use its commercially reasonable efforts to consummate the Merger and the other Transactions, (as required by and subject to Section 5.4) to consummate the Merger and the other Transactions has been the cause of, or resulted in, the failure of such condition to be satisfied.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.19.1, 6.2 Section 9.2 or 6.3Section 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 use its commercially reasonable best efforts to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, as required by and subject to Section 5.48.5.