Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 12 contracts
Sources: Agreement and Plan of Merger (JR Resources Corp.), Subscription Agreement (Dakota Territory Resource Corp), Stock Purchase Agreement (Appfolio Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 8 contracts
Sources: Merger Agreement (Universal American Corp.), Securities Purchase Agreement (Universal American Financial Corp), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 7 contracts
Sources: Merger Agreement (Contango Oil & Gas Co), Merger Agreement (Contango Oil & Gas Co), Merger Agreement (Mid-Con Energy Partners, LP)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use the efforts to cause the Closing to occur required by Section 6.4.
Appears in 7 contracts
Sources: Share Exchange Agreement (Myrick Frederick JR), Share Exchange Agreement (Peck Jeffrey), Share Exchange Agreement (Jensyn Acquisition Corp.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 6 contracts
Sources: Merger Agreement (Flex Ltd.), Merger Agreement (Nextracker Inc.), Business Combination Agreement (Ardagh Metal Packaging S.A.)
Frustration of Closing Conditions. No party Neither Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 6 contracts
Sources: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc), Merger Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 6 contracts
Sources: Merger Agreement (Government Properties Trust Inc), Merger Agreement (Sunset Financial Resources Inc), Agreement and Plan of Merger (Sunset Financial Resources Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII Section 7 to be satisfied if such failure was caused by such party’s breach failure to act in compliance with the provisions of this Agreement.
Appears in 5 contracts
Sources: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.), Merger Agreement (Adaptimmune Therapeutics PLC)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such party’s breach of this Agreementbreach.
Appears in 5 contracts
Sources: Merger Agreement (Waldencast Acquisition Corp.), Equity Purchase Agreement (Waldencast Acquisition Corp.), Merger Agreement (Xos, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 4 contracts
Sources: Merger Agreement (Strategic Storage Trust, Inc.), Merger Agreement (CNL Retirement Properties Inc), Merger Agreement (Health Care Property Investors Inc)
Frustration of Closing Conditions. No Neither party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 4 contracts
Sources: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the result of such party’s failure to comply with or breach of any provision of this Agreement.
Appears in 4 contracts
Sources: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.1.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Global Power Equipment Group Inc.), Stock Purchase Agreement (Global Power Equipment Group Inc.), Stock Purchase Agreement (Almost Family Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Delaware Otsego Corp), Merger Agreement (Norfolk Southern Corp), Merger Agreement (Delaware Otsego Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 9 to be satisfied if such failure was caused by the failure of such party’s breach of this AgreementParty to use its Reasonable Best Efforts to consummate the Merger and the other Transactions, as required by Section 10.3.
Appears in 4 contracts
Sources: Transaction Agreement and Plan of Merger, Transaction Agreement and Plan of Merger (Sprint Nextel Corp), Transaction Agreement and Plan of Merger (Clearwire Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Usa Truck Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Civitas Resources, Inc.), Merger Agreement (SM Energy Co), Contribution Agreement (Care Investment Trust Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Victory Capital Holdings, Inc.), Stock Purchase Agreement (Cognizant Technology Solutions Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such Party’s failure was caused by such party’s breach to act in compliance with the provisions of this AgreementAgreement has been a principal cause of the failure of the Closing to occur.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Masimo Corp), Purchase and Sale Agreement, Purchase and Sale Agreement
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such party’s failure to act in good faith or its breach of the covenants contained in this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.), Merger Agreement (Criimi Mae Inc)
Frustration of Closing Conditions. No party Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by the failure of such party’s breach Party or its Affiliates (including, with respect to the Company, any Group Company and Parent) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.
Appears in 3 contracts
Sources: Business Combination Agreement (VivoPower International PLC), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such party's failure was caused by such party’s breach to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 3 contracts
Sources: Merger Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of (or such party’s Affiliate’s) failure to comply with this AgreementAgreement or the other Transaction Documents or use the efforts required pursuant to this Agreement or the other Transaction Documents to cause the Closing to occur, including as required by Section 6.04.
Appears in 3 contracts
Sources: Merger Agreement (Vista Outdoor Inc.), Merger Agreement (Revelyst, Inc.), Merger Agreement (Vista Outdoor Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2.
Appears in 3 contracts
Sources: Share Purchase Agreement (Griffon Corp), Share Purchase Agreement (TTM Technologies Inc), Merger Agreement (Emergent BioSolutions Inc.)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was were caused by such partyParty’s breach of failure to comply with this Agreement and consummate the Transactions as contemplated by this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Geely Automobile Holdings LTD), Merger Agreement (GHGK Innovation LTD), Merger Agreement (ZEEKR Intelligent Technology Holding LTD)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (APi Group Corp)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc), Acquisition Agreement (Seaspan CORP)
Frustration of Closing Conditions. No party None of the Parties hereto may rely on the failure of any condition set forth in this Article VII VII, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach failure to comply with the terms of this Agreement.
Appears in 3 contracts
Sources: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII Section 7 to be satisfied if such failure was primarily caused by the Party relying on such party’s breach failure to perform any of its material obligations under this Agreement.
Appears in 2 contracts
Sources: Convertible Note Secondary Sale and Purchase Agreement (Vireo Growth Inc.), Convertible Note Secondary Sale and Purchase Agreement (Vireo Growth Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was primarily caused by such party’s breach failure to use the efforts required pursuant to Section 4.3 of this AgreementAgreement to cause the Closing to occur.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Merger Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party Party may rely as a basis for not consummating the transactions contemplated by this Agreement on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 2 contracts
Sources: Merger Agreement (Monmouth Capital Corp), Merger Agreement (Monmouth Real Estate Investment Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused solely as a result of a breach by such party’s breach Party of its representations, warranties, obligations or covenants under this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (CEB Inc.)
Frustration of Closing Conditions. No party may rely on upon the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or to comply in any material respect with its obligations hereunder.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Diego Pellicer Worldwide, Inc), Equity Purchase Agreement (Siyata Mobile Inc.)
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its reasonable best efforts to cause the Closing to occur.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Affirmative Investment LLC)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 2 contracts
Sources: Stock Purchase and Contribution Agreement, Stock Purchase and Contribution Agreement (Fresenius Medical Care AG & Co. KGaA)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of failure to use commercially reasonable efforts to cause the Closing to occur and to otherwise comply with such party’s obligations under this Agreement.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of failure to act in accordance with this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Duke Energy CORP), Purchase and Sale Agreement (Duke Energy CORP)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE V to be satisfied to excuse such Party’s obligation to consummate the transactions contemplated hereby if such failure was caused by such partyParty’s breach failure to use the standard of efforts required from such Party to consummate the transactions contemplated by this Agreement, including as required by and subject to Section 4.4.
Appears in 2 contracts
Sources: Equity Purchase Agreement (True Nature Holding, Inc.), Stock Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Frustration of Closing Conditions. No party Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach Party or its Affiliate to comply with or perform any of its covenants or obligations set forth in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Chiasma, Inc), Merger Agreement (Amryt Pharma PLC)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its reasonable best efforts to cause the Closing to occur.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Endurance Specialty Holdings LTD), Stock Purchase Agreement (Tower Group, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Sources: Transaction Agreement (Patria Investments LTD), Merger Agreement (Invesco Ltd.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was proximately caused by the failure of such party’s breach party to perform any of its covenants, obligations or agreements under this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Qorvo, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 2 contracts
Sources: Merger Agreement (Verticalnet Inc), Merger Agreement (E-Z-Em, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI, to be satisfied if such failure was caused by such partyParty’s breach Willful and Material Breach of any material provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (CSI Compressco LP), Merger Agreement (CSI Compressco LP)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (AquaVenture Holdings LTD), Merger Agreement (Neustar Inc)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII ARTICLE 6, as applicable, to be satisfied if such failure was caused by primarily due to the failure of such party’s breach party to perform any of its obligations under this Agreement.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Great American Group, Inc.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.
Appears in 2 contracts
Sources: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.)
Frustration of Closing Conditions. No party Party may rely rely, either as a basis for not consummating the Arrangement or the other transactions contemplated hereby or terminating this Agreement and abandoning the Arrangement, on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use commercially reasonable efforts to consummate the Arrangement and the other transactions contemplated hereby.
Appears in 2 contracts
Sources: Arrangement Agreement (Tricon Residential Inc.), Arrangement Agreement
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement, including its obligations set forth in Section 6.05.
Appears in 2 contracts
Sources: Merger Agreement (Thoratec Corp), Merger Agreement (HeartWare International, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 5 to be satisfied if such failure was caused by such party’s material breach of its obligations and covenants under this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use its reasonable best efforts to cause the Closing to occur in accordance with the Closing Steps.
Appears in 2 contracts
Sources: Master Agreement (Adient PLC), Master Agreement (Adient PLC)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partyParty’s breach of failure to use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 7.4, Section 7.5 and Section 7.6.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Constellation Brands, Inc.), Asset Purchase Agreement (Constellation Brands, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 2 contracts
Sources: Business Combination Agreement (Gores Holdings IV, Inc.), Purchase Agreement (Landcadia Holdings II, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 2 contracts
Sources: Equity Purchase and Merger Agreement (ManpowerGroup Inc.), Unit Purchase Agreement (White Mountains Insurance Group LTD)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII ARTICLE VI to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the result of such party’s failure to comply with or breach of any provision of this Amended Agreement.
Appears in 2 contracts
Sources: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Frustration of Closing Conditions. No party None of the Parties may rely rely, either as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement, on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was primarily caused by such party’s breach of any provision of this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Outbrain Inc.), Share Purchase Agreement (Outbrain Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use its reasonable best efforts to cause the Closing to occur as required by Section 5.6.
Appears in 2 contracts
Sources: Real Property Asset Purchase Agreement (IASIS Healthcare LLC), Real Property Asset Purchase Agreement (MPT Operating Partnership, L.P.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of (or, as applicable, such Party’s failure to perform or comply with) its representations, warranties, covenants or obligations under this Agreement.
Appears in 2 contracts
Sources: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Frustration of Closing Conditions. No party Party may rely on on, either as a basis for not consummating the Mergers or for terminating this Agreement, the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Parsley Energy, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement or the Separation and Distribution Agreement.
Appears in 2 contracts
Sources: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)
Frustration of Closing Conditions. No party None of the Parties may rely on the the, failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to consummate the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)
Frustration of Closing Conditions. No party Party may rely on or assert the failure of any condition set forth in this Article VII to be satisfied VIII, as the case may be, if such failure results from or was caused primarily by such partyParty’s breach failure to comply with any provision of this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (GigaCloud Technology Inc), Asset Purchase Agreement (Amyris, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement of this AgreementAgreement by such party.
Appears in 2 contracts
Sources: Merger Agreement (Molekule Group, Inc.), Merger Agreement (AeroClean Technologies, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 2 to be satisfied if such the failure was caused by such partythat Party’s breach of failure to comply with its obligations under this Agreement.
Appears in 2 contracts
Sources: Investment and Securities Subscription Agreement (Grupo Televisa, S.A.B.), Investment and Securities Subscription Agreement (Nii Holdings Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Atheros Communications Inc), Merger Agreement (Intellon Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s material breach of its obligations under this Agreement.
Appears in 2 contracts
Sources: Transaction Agreement (Solventum Corp), Transaction Agreement (Solventum Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach failure to perform any of its obligations under this Agreement.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Matthews International Corp), Contribution Agreement (Matthews International Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Second Acquisition set forth in this Article VII X to be satisfied if such failure was caused by the direct result of such party’s failure to comply with or breach of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely on or assert the failure of any condition set forth in this Article VII to be satisfied 2 if such failure results from or was caused by such partyParty’s breach failure to comply with any provision of this AgreementAgreement (other than, for the avoidance of doubt, the failure of the Company to comply with the obligations set forth in Section 7.02(d), which shall not be taken into account for purposes of this Section 2.04).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Tradeweb Markets Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused primarily by such party’s breach of this Agreementbreach.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partythe relying Party’s breach of this Agreementbreach.
Appears in 1 contract
Sources: Business Combination Agreement (PROOF Acquisition Corp I)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement, including failure to use reasonable best efforts to cause the Closing to occur, as required by and subject to Section 6.10.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Industrial Technologies Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use best efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 1 contract
Sources: Stock Purchase Agreement (Inpixon)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by primarily resulted from such party’s breach of any of its representations, warranties, covenants or agreements in this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII III to be satisfied if such failure was primarily caused by such partyParty’s breach of this Agreement.. ARTICLE IV
Appears in 1 contract
Sources: Equity Purchase Agreement (Insight Enterprises Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use its commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereby, as required by and subject to Section 7.4.
Appears in 1 contract
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to II be satisfied if such failure was caused by such party’s breach failure to act in compliance with the provisions of this Agreement.Agreement has been a principal cause of the failure of the Closing to occur. ARTICLE III
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure comply with this AgreementAgreement or to act in good faith to endeavor to consummate the transactions provided for herein.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Regal Entertainment Group)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure to act in compliance with this AgreementAgreement and consummate the transactions provided for herein.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase and Membership Interest Agreement (Matthews International Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith or to use its efforts as required by this Agreement to consummate and make effective, in the most expeditious manner possible, the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (EDGEWELL PERSONAL CARE Co)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 6.02 (Notices and Consent).
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to act in good faith or to use all commercially reasonable efforts to cause the Closing to occur, as required by Section 6.02.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII V to be satisfied if the failure of such party to fulfill any of its respective obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure was caused by of any such party’s breach of this Agreementcondition to be so satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Harland Clarke Holdings Corp)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such party’s material breach of this Agreement or such party’s failure to act in good faith or to use its best efforts to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.9.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Eaton Corp PLC)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement of this AgreementAgreement by such party.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach of failure to act in good faith or use its reasonable best efforts to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement or the Separation Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of any representation or warranty or covenant contained in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Fortress Value Acquisition Corp. II)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partyParty’s breach of its obligations under this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Mountain Crest Acquisition Corp. V)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement of this AgreementAgreement by such party.
Appears in 1 contract
Sources: Merger Agreement (Acamar Partners Acquisition Corp.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was substantially caused by such party’s breach failure to comply with any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure to (a) act in good faith, or (b) take any action required in accordance with this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied Section 3.4 if such Party’s failure was caused by such party’s breach to comply with any provision of this AgreementAgreement is the proximate cause of such failure of such condition.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was primarily caused by such partyParty’s breach failure to perform any of its obligations under this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely rely, either as a basis for not consummating the Closing or terminating this Agreement in accordance with Article VII, on the failure of any condition set forth in this Article VII VI to be satisfied satisfied, if such failure was caused by in whole or in part by, or resulted in whole or in part from, such partyParty’s or any Affiliate of such Party’s breach of this Agreement, including any failure to perform any of its obligations under this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Global Business Travel Group, Inc.)