Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, to be satisfied, if such Party’s failure to perform any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failure.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, SECTION 7 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in this Article 8 to be satisfied if such failure was caused by such party, including such party’s failure, subject to Section 7.1, Section 7.2, or Section 7.3, as the case may be6.4(a), to be satisfied, if such Party’s failure use reasonable efforts to perform any material obligation required to be performed by it has been consummate the primary cause of, or primarily results in, such failureContemplated Transactions.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition conditions set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 6 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 7.3.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.5.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s willful failure to perform act in good faith or to use its required efforts to cause the Closing to occur, in accordance with and subject to any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurelimitations in Section 6.1 and Section 6.2.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 8.1 or Section 7.38.2, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation comply with its obligations to consummate the transactions contemplated by this Agreement as required to be performed by it has been the primary cause ofby, or primarily results inand subject to, such failureSection 7.6.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 7.2 or Section 7.3, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required comply with its obligations to be performed consummate the transactions contemplated by it has been the primary cause of, or primarily results in, such failurethis Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform use commercially reasonable efforts (or such higher standard as may be required by the terms of this Agreement) to cause the Closing to occur, as required by Section 6.3 or any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failureother Section herein.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article VIII to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its reasonable best efforts to cause the Closing to occur as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.03.

Frustration of Closing Conditions. No Party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts (subject to the limitations set forth in Section 6.3(a)) (or such higher standard as may be required by the terms of this Agreement) to be performed by it has been cause the primary cause of, or primarily results in, such failureClosing to occur.

Frustration of Closing Conditions. No Party hereto may rely on the failure of any condition set forth in Section 7.1Sections 6.1, Section 7.2, 6.2 or Section 7.36.3, as the case may be, to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use its commercially reasonable efforts to consummate the transactions contemplated hereby, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 12.17.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article VII to be satisfied, satisfied if such Partyfailure resulted from such party’s failure to perform any material obligation use its reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause ofSection 6.02(a), or primarily results in, such failureto satisfy its obligations under Section 6.03 or Section 6.04.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3this Article 8, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required use commercially reasonable efforts to be performed by it has been consummate the primary cause of, or primarily results in, such failureContemplated Transactions.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ARTICLE 7 to be satisfied, satisfied if such failure was caused by (a) such Party’s failure to perform use reasonable best efforts to cause the Closing to occur, as required by Section 6.5 or (b) any other material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurebreach of this Agreement.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 6 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any use reasonable best efforts to cause the Closing to occur or such party’s material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurebreach of its obligations hereunder.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.27.2 , or Section 7.3, as the case may be, 7.3 and 7.4 above to be satisfied, if such failure was caused by such Party’s 's failure to perform any material obligation required act in good faith or to use its best efforts to cause the condition to be performed fulfilled and the Closing to occur, as required by it has been the primary cause of, or primarily results in, such failurethis Article 7.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 8.1 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation required act in good faith or to use commercially reasonable efforts to cause the closing conditions to be performed by it has been the primary cause of, or primarily results in, such failuresatisfied.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 8.1 or Section 7.38.2, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation comply with its obligations to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 7.7.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 7.2 or Section 7.3, as the case may be, to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 5.10.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, 7.1 or Section 7.2, or Section 7.3, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation comply with its obligations to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failure.Section 6.6. ARTICLE VIII

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, 7.1 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to Section 6.4(d), or whose action or failure to fulfill any material obligation required to be performed by it under this Agreement has been the primary principal cause of, or primarily results resulted in, the failure of such failurecondition to be satisfied.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 8.1 or Section 7.38.2, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurebreach of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition conditions set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 6 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failure.Section 7.5. Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 9 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use the efforts required pursuant to be performed this Agreement to cause the Closing to occur, including as required by it has been the primary cause ofSection 7.5, or primarily results inSection 7.6, such failureSection 7.7 and Section 7.8.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ARTICLE 7 to be satisfied, satisfied if such failure was primarily caused by such Party’s failure to perform any material obligation use commercially reasonable efforts to cause the Closing to occur, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ARTICLE 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use commercially reasonable efforts to cause the Closing to occur, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 7.2 or Section 7.3, as the case may beapplicable, to be satisfied, satisfied if such failure was caused (i) by such Party’s failure to use its reasonable best efforts to consummate the Transactions, or (ii) due to the failure of such party to perform any material obligation required to be performed by it has been of its other obligations under this Agreement, including for the primary cause of, or primarily results in, such failureavoidance of doubt those set forth in Section 6.4.

Frustration of Closing Conditions. No Party Neither party may rely --------------------------------- on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3Sections 8.01 through 8.03, as the case may be, to be satisfied, satisfied if such Party’s failure was caused by such party's failure to perform use commercially reasonable efforts to assist in the satisfaction of such condition; provided, however, that this Section 8.04 shall not be construed to -------- ------- require a party to waive all or part of any material obligation required condition to be performed by it has been the primary cause of, or primarily results in, such failureits obligations hereunder.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article IX to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its efforts, as required by Section 8.02, to be performed by it has been consummate and make effective, in the primary cause ofmost expeditious manner practicable, or primarily results in, such failurethe Transactions.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.3.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 8 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or such party’s failure to use commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 7.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 2.7 to be satisfied, satisfied if such failure was caused by such Party’s 's breach of this Agreement, including as a result of the failure to perform any material obligation use its reasonable best efforts to cause the Closing to occur as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 5.1(b) and Section 5.3.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation act in good faith or to use the required level of efforts set forth herein to cause the Closing to occur, it being agreed and understood that in no way shall the Purchaser be performed by it has been liable for the primary cause offailure to occur, for whatever reason, of the conditions set forth in Sections 7.1(c), 7.1(d) and 7.1(e), except in cases of fraud, intentional misrepresentation or primarily results in, such failurewilful misconduct.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 6.1 or Section 7.36.2, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation comply with its obligations to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 5.8 and Section 5.9.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation required to be performed by it has been act in compliance with this Agreement and consummate the primary cause of, or primarily results in, such failuretransactions provided for herein.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6.01 to be satisfied, satisfied if such Party’s failure was primarily caused by the failure of such Party to perform any material obligation required act in good faith or to be performed by it has been the primary cause of, or primarily results in, such failureuse its commercially reasonable efforts to comply with its obligations under this Agreement.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, Section 6.5 or primarily results in, such failureelsewhere in this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failurethis Agreement.

Frustration of Closing Conditions. No Party None of the Parties hereto may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 7 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act or to use its commercially reasonable efforts (or such efforts as required pursuant to be performed by it has been Section 6.10) to cause the primary cause of, or primarily results in, such failureClosing to occur.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 7 to be satisfied, satisfied if such Party’s failure was caused by such party's failure to perform any material obligation required to be performed by it has been act in compliance with the primary cause of, or primarily results in, such failure.provisions of this Agreement. SECTION 8

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, 7.2 or Section 7.3, as the case may be, to be satisfied, satisfied if such Party’s failure was caused by such party's failure to perform any material obligation use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereby, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party party may rely on upon the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6.4 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform act in good faith or to comply in any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurerespect with its obligations hereunder.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article VII to be satisfied, satisfied if such failure resulted from such Party’s failure to perform any material obligation use its reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause ofSection 6.02(a), or primarily results in, such failureto satisfy its obligations under Section 6.03 or Section 6.04.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, Article VII to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or use its reasonable best efforts to consummate the transactions contemplated hereby, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party The parties hereto may not rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article IX to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required act in good faith or failure to be performed by it has been the primary cause of, or primarily results in, such failure.comply with Section 8.4 hereof. Table of Contents

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, 7.1 or Section 7.2, or Section 7.3, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation comply with its obligations to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.7.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.18.1, Section 7.2, 8.2 or Section 7.38.3, as the case may be, to be satisfied, satisfied if such failure was caused by such Party’s 's failure to perform any material obligation use its reasonable best efforts to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.1.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6.7 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use the required level of efforts set forth herein to be performed by it has been cause the primary cause of, or primarily results in, such failureClosing to occur.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1Sections 2, Section 7.2, 7 or Section 7.3, as the case may be, 8 of this Agreement to be satisfied, satisfied if such Partyfailure was caused, in and of itself, by such party’s failure to perform any material obligation use commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSections 5.8 and 6.4.

Frustration of Closing Conditions. No Party hereto may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2, 6.2 or Section 7.36.3, as the case may be, to be satisfied, satisfied if the failure of such condition to be satisfied was caused by such Party’s failure to perform any material obligation required use its reasonable best efforts to be performed by it has been consummate the primary cause oftransactions contemplated hereby, or primarily results in, such failureother breach of or noncompliance with this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.18.1, Section 7.2, 8.2 or Section 7.38.3, as the case may be, to be satisfied, satisfied if such Partyfailure was caused by such party’s failure failure, subject to perform any material obligation required the terms and conditions of this Agreement, to be performed use reasonable efforts to consummate the transactions contemplated by it has been the primary cause of, or primarily results in, such failurethis Agreement.

Frustration of Closing Conditions. No Party None of the parties hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 9 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required act in good faith or to be performed by it has been use its [†] to cause the primary cause of, or primarily results in, such failureClosing to occur.

Frustration of Closing Conditions. No Party None of the parties hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, this ARTICLE VII to be satisfied if such failure was caused by such party’s or Section 7.3its Affiliates’ failure to act in good faith or to use its commercially reasonable efforts or otherwise take the actions required of any such Person to cause the Closing to occur, as the case may be, to be satisfied, if such Party’s failure to perform any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party None of the parties hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this 7.5 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required act in good faith or to be performed by it has been use its [†] to cause the primary cause of, or primarily results in, such failureClosing to occur.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article IX to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its efforts, as required by Section 8.03, to be performed by it has been consummate and make effective, in the primary cause ofmost expeditious manner practicable, or primarily results in, such failurethe Transactions.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ‎Article VII to be satisfied, satisfied if such Partyfailure resulted from such party’s failure to perform any material obligation use its reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of‎Section 6.02(a), or primarily results in, such failureto satisfy its obligations under ‎Section 6.03 or ‎Section 6.04.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1Sections 6.01, Section 7.2, 6.02 or Section 7.36.03, as the case may be, to be satisfied, satisfied if such Party’s failure was caused by such party's failure to perform any material obligation use reasonable efforts to consummate the and the other transactions contemplated by this Agreement, as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 5.06.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ARTICLE 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.3.

Frustration of Closing Conditions. No Party None of the parties hereto may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 9 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause ofSection 8.4 or reasonable best efforts, or primarily results in, such failureas required by Section 8.1.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failure.Section 6.2. Table of Contents

Frustration of Closing Conditions. No Party The parties hereto may not rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article IX to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation required act in good faith or failure to be performed by it has been the primary cause of, or primarily results in, such failurecomply with Section 8.4 hereof.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article VII to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation use its reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause ofSection 6.03(a), or primarily results into satisfy its obligations under Section 6.04, such failureSection 6.05(c) or, in the case of the condition set forth in Section 7.02(h), satisfy its obligations under Section 6.12(b), as applicable.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this ARTICLE 7 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use reasonable best efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.4.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 6 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 5.5.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Section 7.19.1, Section 7.2, 9.2 or Section 7.39.3 to be satisfied, as the case may be, to be satisfied, if such Partyfailure was caused by such party’s failure to perform any material obligation required to be performed by it has been the primary cause of, or primarily results in, such failurecomply with Section 7.6.

Frustration of Closing Conditions. No Party None of the parties hereto may rely on the failure of any condition set forth in this Section 7.1, Section 7.2, or Section 7.3, as the case may be, 12 to be satisfied, satisfied if such Partyfailure was caused by such party’s failure to perform any material obligation act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, in each case as required to be performed by it has been the primary cause of, or primarily results in, such failurehereunder.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.18.1, Section 7.2, 8.2 or Section 7.38.3, as the case may be, to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use its reasonable best efforts to consummate the transactions contemplated by this Agreement as required by and subject to be performed by it has been the primary cause of, or primarily results in, such failureSection 6.1.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as the case may be, this Article 8 to be satisfied, satisfied if such failure was caused by such Party’s failure to perform any material obligation use the requisite standard of efforts to cause the Closing to occur as required to be performed by it has been the primary cause of, or primarily results in, such failureSection 7.4 and Section 7.18.