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, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this AgreementMerger, as required by Section 5.6.

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, Section 6.2 6.02, or Section 6.36.03, 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.03.

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, Section 6.2 8.2 or Section 6.38.3, 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 reasonable best the standard of efforts required from such Party to consummate the Merger and the other Transactions or due transactions contemplated hereby, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 7.3.

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, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.6.

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, Section 6.2 8.02 or Section 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 primarily by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of Neither Merger Company nor the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Section 6.1, 6.2 (other than Section 6.2 6.2(c)) or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform fulfill in all any 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, Section 6.2 or Section 6.36.3 to be satisfied, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of the party seeking to invoke such party condition to perform in all material respects any of comply with 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, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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, 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 reasonable best efforts to consummate and make effective the Merger and transactions provided for herein, including the other Transactions or due to financing contemplated by the failure of such party to perform in all material respects any of its other obligations under this AgreementDebt Commitment Letters.

Frustration of Closing Conditions. None of the Company, Partnership or any of the Parent or Merger Sub Entities may rely on the failure of any condition set forth in Section 6.16.1 , Section 6.2 or Section 6.36.3 , as the case may be, to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions transactions contemplated hereby, or due to the failure other breach of such party to perform in all material respects any of its other obligations under 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 6.1, Section 6.2 6.1 or Section 6.36.2, 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 or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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, 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, including as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 7.07, 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 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.2(a), Section 6.2 (b), (c), (d) or Section 6.3(e), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any covenant contained in all material respects any of its other obligations 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, Section 6.2 or Section 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 reasonable best efforts obligations to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.3.

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, Section 6.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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 6.1Sections 7.1, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by 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, Section 6.2 5.2 or Section 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party (or any Affiliate 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 Acquisition Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations transactions contemplated hereby required under this Agreement, including as required by and subject to Section 6.2.

Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor Parent or and Merger Sub Sub, on the other hand, may rely on the failure of any condition set forth in Section 6.17.01, Section 6.2 7.02 or Section 6.37.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreementhereunder.

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 7.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Sections 6.8 and 6.15.

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, Section 6.2 6.02, or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.16.2(a), Section 6.2 6.2(b), Section 6.2(c), Section 6.3(a) or Section 6.36.3(b), as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any covenant contained 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, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this AgreementTransactions, as required by 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, Section 6.2 7.2 or Section 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 Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 6.5.

Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor Parent or Merger Sub Sub, on the other, 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 willful failure to use its reasonable best efforts to consummate the Merger Merger, to the extent required by and subject to Section 5.8 and the other Transactions or due to the failure applicable provisions of such party to perform in all material respects any of its other obligations under this AgreementArticle 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, Section 6.2 or Section 6.36.3(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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform any covenant contained 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, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this AgreementTransactions.

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 8.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 7.5.

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, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach 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 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 reasonable best efforts to consummate the Merger Merger, as required by and the other Transactions or due subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 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 6.1, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform as provided in all material respects any of its other obligations under 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, Section 6.2 8.02 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, including as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 7.08, 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 6.1, Section 6.2 or Section 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 reasonable best efforts act in good faith to comply with this Agreement and consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreementtransactions 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, Section 6.2 Sections 8.1 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision of such party to perform in all material respects any of its other obligations under 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, Section 6.2 ‎6.2 or Section 6.3‎6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use comply with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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, Section 6.2 7.2 or Section 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 use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.11.

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 reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.4.

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, 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 comply with its reasonable best efforts to consummate the Merger and the other Transactions or due obligations under Section 5.3, subject to the failure of such party to perform in all material respects any of its other obligations under this Agreementlimitations and restrictions set forth therein.

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 its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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, 7.01 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 or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by 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 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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 6.17.01, Section 6.2 7.02 or Section 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 Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.03.

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, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any of its other obligations under this AgreementSection 6.5.

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, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts act in good faith to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by 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, Section 6.2 5.2 or Section 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Partnership or any of the Parent or Merger Sub Entities 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 reasonable best efforts to consummate the Merger and the other Transactions transactions contemplated hereby, or due to the failure other breach of such party to perform in all material respects any of its other obligations under or noncompliance with this Agreement.

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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor Parent or and Merger Sub Sub, on the other hand, may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform act in all material respects any of its other obligations under this Agreementgood faith.

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, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any provision of its other obligations under 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, Section 6.2 7.2 or Section 6.37.3, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.

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, Section Sections 6.1 or 6.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any provision 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 6.17.1, Section 6.2 7.2 or Section 6.37.3, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the any failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, this Article 6 to be satisfied if such failure was primarily caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of Neither the Company, on one hand, nor Parent or Merger Sub and MergerCo, on the other, may rely on the failure of any condition set forth in Section 6.18.1, Section 6.2 8.2 or Section 6.38.3, 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 or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by 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 7.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 6.8 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, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement.

Frustration of Closing Conditions. None Neither the Company nor any 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 partyParty’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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 and Merger Sub may rely on the failure - of any condition set forth in Section 6.16.01, Section 6.2 6.02 or Section 6.36.03, 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 Transactions or due transactions contemplated hereby, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.03.

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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.5.

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 6.13.1, Section 6.2 3.2 or Section 6.33.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or the Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 Sections 9.1 or Section 6.39.2, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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, Section 6.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to transactions contemplated hereby in accordance with Section 6.5 has been a principal cause of the failure of such party condition to perform in all material respects any of its other obligations under this Agreementbe 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 6.17.1, Section 6.2 7.2 or Section 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 use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 6.9.

Frustration of Closing Conditions. None of the Company, the Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 7.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform comply in all any material respects any of with its other respective obligations under this AgreementAgreement to be performed at or prior to the date of the Closing.

Frustration of Closing Conditions. None of the Company, the Parent Group 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 to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by 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 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.5.

Frustration of Closing Conditions. None of the Company, Parent the Shareholder Parties, 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 6.1 or Section 6.36.2, 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 transactions contemplated hereby, as required by and the other Transactions or due subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 5.5.

Frustration of Closing Conditions. None of the Company, Holdco, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 7.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 6.8 and Section 6.13.

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 Sections 8.1 or Section 6.38.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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, Section 6.2 7.2 or Section 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 reasonable best the standard of efforts required from such party pursuant to this Agreement to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the Company, Holdings, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 7.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 6.8 and Section 6.12.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition to its obligation to consummate the transactions contemplated hereby set forth in Section 6.1Sections 8.1, Section 6.2 8.2 or Section 6.38.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of satisfy such party to perform in all material respects any of its other obligations under this Agreementcondition.

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, 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 comply with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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 efforts, subject to the provisions of Section 5.3 and Section 5.4, to consummate the Merger Merger, and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreementtransactions 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 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or primarily due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of New Company, the Company, Company Merger Sub, Parent or the Merger Sub Subs may rely on the failure of any condition set forth in Section 6.19.1, Section 6.2 9.2 or Section 6.39.3, 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 reasonable best the standard of efforts required from such party to consummate the Merger Mergers and the other Transactions or due transactions contemplated hereby, including as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 8.2.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.1, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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 Sections 6.1, Section 6.2 or Section and 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to use comply in any material respect with its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this AgreementAgreement to be performed at or prior to the Closing Date.

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 6.19.01, Section 6.2 9.02 or Section 6.39.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.17.01, Section 6.2 7.02, or Section 6.37.03, 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due transactions contemplated hereby, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 6.15.

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, 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 reasonable best efforts to consummate the Merger and the other Transactions or due to 's material breach of this Agreement has been a principal cause of the failure of such party condition to perform in all material respects any of its other obligations under this Agreementbe 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, Section Sections 6.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions Transactions, including as required by and subject to Sections 5.5 and 5.15 or due to the failure other material breach by such party of any covenant or agreement in this Agreement or any material breach of such party to perform in all material respects any of its other obligations under this Agreementparty’s representations and warranties.

Frustration of Closing Conditions. None of the Company, Company or the Parent or Merger Sub Parties may rely as a basis for not consummating the Merger 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 to any material extent by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure breach of such party to perform in all material respects any provision of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Parent, Merger Sub or LLC may rely on the failure of any condition set forth in Section Sections 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 's failure to use its reasonable best efforts to consummate the Merger Mergers and the other Transactions or due Transactions, as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 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 6.1, Section 6.2 Sections 8.1 or Section 6.38.2, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure comply with any provision 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 6.17.01, Section 6.2 7.02 or Section 6.37.03, 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 or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. 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, Section 6.2 or Section 6.3, as the case may be, to be satisfied as a grounds for termination under Article VII if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects comply with any of its other obligations under terms 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 Sections 8.1 or Section 6.38.2, as the case may be, to be satisfied if such failure was caused by such party’s 's (or in the case of Parent or Merger Sub, either such party's) failure to use perform its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1Sections 5.1, Section 6.2 5.2 or Section 6.35.3, as the case may be, to be satisfied if such failure was caused by such party’s 's failure to use its reasonable best the efforts to consummate the Merger and the other Transactions or due required hereunder, including as required by and subject to the failure of such party to perform in all material respects any of its other obligations under this AgreementSection 4.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any Offer Condition or any condition set forth in Section 6.1Sections 9.1, Section 6.2 or Section 6.3, as the case may be, 9.2 and 9.3 to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party Party to act in good faith or 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 6.17.1, Section 6.2 7.2 or Section 6.37.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, act in good faith or use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 6.8.

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, 6.01 or the applicable Section 6.2 6.02 or Section 6.3, as the case may be, 6.03 to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party Parent, Merger Sub, TWG Re or the Company, as the case may be, to perform in all material respects any of its other such party’s 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, Section 6.2 7.2 or Section 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 reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under this Agreementhereunder.

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, Section 6.2 9.02 or Section 6.39.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Section 7.04 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, Section 6.2 or Section 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 reasonable best efforts to consummate (or in the case of Parent and Merger and the other Transactions or due to the failure Sub, either party’s) material breach 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, Section 6.2 7.2 or Section 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 reasonable best the standard of efforts required from such party to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, including as required by and subject to Sections 6.7 and 6.13.

Frustration of Closing Conditions. None of Neither the Company, on the one hand, nor Parent or and Merger Sub Sub, on the other hand, may rely on the failure of any condition set forth in Section 6.16.01, Section 6.2 6.02 or Section 6.36.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform in all material respects any of its other obligations under transactions contemplated by this Agreement, as required by and subject to Section 5.03.