Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, this Article 10 to be satisfied if such failure was caused by such Partyparty’s breach of, or failure to comply with with, any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of Seller or Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.111.01, Section 9.2 11.02 or Section 9.311.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement, including Section 9.01.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 10.1 or Section 9.310.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Sellers Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.18(a), Section 9.2 8(b) or Section 9.38(c), as the case may berespectively, to be satisfied if such failure was caused by such Party’s party's failure to comply with any provision of this Agreementperform its obligations hereunder or to use its commercially reasonable efforts to cause the Closing to occur as required by Section 7(a).

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.13.01 or 3.02, Section 9.2 or Section 9.3respectively, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementact in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 8.04.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused (through action or omission) solely by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with use its reasonable best efforts to consummate the Transactions or due to the failure of such Party to perform any provision of its other obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 or Section 9.310.2, 10.3, or, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.13.01 or 3.02, Section 9.2 or Section 9.3respectively, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision breach of the obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 8.01, Section 9.2 8.02 or Section 9.38.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements, as required by the provisions of this Agreement, including Section 5.01.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementuse commercially reasonable efforts to consummate the Transactions as required by and subject to Section 6.2.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision the terms of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was primarily caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2, or Section 9.37.3, as the case may bebe (but specifically excluding Section 7.3(h)), to be satisfied if such failure was caused by such Party’s (or any of its Affiliates’) breach of this Agreement or failure to comply with any provision of act in good faith or use its reasonable efforts to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. Neither of the Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach of any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 6.2 or Section 9.36.3, as the case may be, if such failure was caused by such Party’s material failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 8.1, Section 9.2 8.2 or Section 9.38.3 , as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 10.1 or Section 9.310.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementuse its reasonable best efforts to consummate the Transactions, as required by and subject to Section 7.7 and Section 7.8.

Frustration of Closing Conditions. Neither Sellers the Buying Parties nor Buyer Seller may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementconsummate the Transactions, as required by and subject to Section 7.2.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, 9.3 to be satisfied if such failure was caused by such Party’s failure to materially comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Seller, Parent or the Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.01 or Section 9.38.02, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision the terms of this Agreement, including Section 5.04 and Section 5.10.

Frustration of Closing Conditions. Neither Sellers nor None of Seller, the Company or Buyer may rely on the failure of any condition set forth in Section 9.112.1, Section 9.2 12.2 or Section 9.312.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to use its reasonable best efforts to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was proximately caused by such Party’s failure to comply with any provision of this Agreementits obligations set forth in Section 5.3.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 10.1, Section 9.2 or Section 9.310.2, 10.3, as the case may be, if such failure to be satisfied was caused by such Party’s failure to comply with any provision of use, as required by this Agreement, its reasonable best efforts to consummate the Transactions.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 ‎8.1 or Section 9.3, as the case may be, ‎8.2 if such failure was caused by the direct result of such Party’s failure to comply with any provision material breach of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.19, Section 9.2 10, or any right of termination under Section 9.311.2, as the case may be, if such failure was caused by such Party or such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 8.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Buyer nor Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of its obligations to consummate the transactions contemplated by this AgreementAgreement as required by and subject to Section 8.10.

Frustration of Closing Conditions. Neither Sellers the Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Company nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.17.01, Section 9.2 7.02 or Section 9.37.03 (except in each case for any failure of a condition that would cause the Closing to be a violation of Law), as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer, the Company nor Buyer Seller may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was primarily caused by such Party’s failure material breach of its obligations to comply with any provision consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.110.01, Section 9.2 10.02 or Section 9.310.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 7.01.

Frustration of Closing Conditions. Neither Sellers Except as required by applicable Law, neither Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1Sections 10.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with (or its Affiliate’s) breach of any provision of representation, warranty, covenant or agreement set forth in this AgreementAgreement has been the cause of, or resulted in, such failure.

Frustration of Closing Conditions. Neither Sellers Purchasers nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 9.01, Section 9.2 9.02 or Section 9.39.03, as the case may be, to be satisfied if such failure was primarily and directly caused by such Party’s failure to comply with any provision its obligations to consummate the Acquisition as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of Purchaser or Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Except as required by Law, neither Seller nor Buyer may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with breach of any provision representation, warranty, covenant or agreement set forth in this Agreement has been the principal cause of this Agreementsuch failure.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s 's failure to comply with any provision of this Agreement.. Article XI

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.110.01 or 10.02, Section 9.2 or Section 9.3respectively, as the case may be, to be satisfied if such failure was caused by such Party’s party's failure to comply with any provision of this Agreementact in good faith or to use all reasonable efforts to cause the Closing to occur, as required by Section 7.04.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 9.1 or Section 9.39.2, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor the Buyer may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2, or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in Section 9.1Sections 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused solely by such Partyparty’s failure to comply with any provision of its obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused (through action or omission) by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2, 8.3 or Section 9.38.4, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.1SECTIONS 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.3, 8.2 as the case may be, be if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers None of the Purchaser Entities nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.01 or Section 9.39.02, as the case may be, if such failure was proximately caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 9.01, Section 9.2 9.02 or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, 5.01(b) if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s 's failure to comply with perform any provision of its obligations arising under this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer the Purchaser may rely on the failure of any condition set forth in Section 9.1Sections 6.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, if such failure was caused directly by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer nor Buyer the Shareholders may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2, or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as required by the provisions of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.17.01, Section 9.2 7.02, or Section 9.3‎Section 7.03, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer of Purchaser or Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 5.1 or Section 9.35.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision breach of this Agreement.

Frustration of Closing Conditions. Neither Sellers Except as required by Law, neither Seller nor Buyer may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with (or its Affiliate’s) breach of any provision of representation, warranty, covenant or agreement set forth in this AgreementAgreement has been the cause of, or resulted in, such failure.

Frustration of Closing Conditions. Neither None of Sellers nor Buyer or Purchaser may rely on the failure of any condition set forth in Section 9.1, Section 9.2 10.1 or Section 9.310.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Buyer, the Acquired Companies nor Buyer any Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, 8.1 to be satisfied if such failure was primarily caused by such Party’s failure material breach of its obligations to comply with any provision consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s material failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers the Seller nor Buyer the Buyers may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s 's failure to comply with any provision use reasonable efforts to consummate the Transaction contemplated by this Agreement, or otherwise occurred because of a breach of this AgreementAgreement by such Party.

Frustration of Closing Conditions. Neither Sellers the Purchaser nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, 9.3 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to comply with any provision of such Party’s obligations under this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.1Sections 9.01, Section 9.2 9.02 or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers the Buyer nor Buyer the Seller may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision of this Agreementuse such efforts to consummate the Transactions as required by and subject to Sections 5.1 and 5.2.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Purchaser or the Seller may rely on the failure of any condition set forth in Section 9.1, Section 9.2 Sections 8.1 or Section 9.38.2, as the case may be, if such failure was caused primarily due to the failure of such party (or, in the case of the Seller, a failure by such Party’s failure the Company or the Subsidiary Seller) to comply with perform any provision of its obligations under this Agreement.. INDEMNIFICATION

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreementhereof.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.16.1, Section 9.2 6.2 or Section 9.36.3, as the case may be, to be satisfied if such failure was caused is due to the failure of such party to perform or observe its covenants and agreements hereunder, including its obligation to use reasonable best efforts to consummate the transactions contemplated by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 8.1 or Section 9.38.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer (i) Seller, with respect to Section 10.1 and Section 10.3, as applicable or (ii) Purchaser, with respect to Section 10.1 and Section 10.2, as applicable, may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3such condition, as the case may be, to be satisfied, if such failure was caused by by, or directly resulted from, such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Buyer, the Company nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision of its obligations to consummate the transactions contemplated by this AgreementAgreement as required by Section 7.7.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer any Seller Party may rely on assert the failure of any condition set forth in Section 9.1, Section 9.2 8.01 or Section 9.3, 8.02 to be satisfied as a defense to its obligation to effect the case may be, Transactions if such failure was caused by such Party’s failure to comply with any provision material breach of this Agreement.. ARTICLE IX

Frustration of Closing Conditions. Neither Sellers the Buyer nor Buyer any of the Contributors may rely on the failure of any condition set forth in Section 9.1Sections 7.1, Section 9.2 7.2 or Section 9.37.3, as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer may rely on the failure of any condition to their respective obligations to consummate the Transaction set forth in Section 9.18.1, Section 9.2 8.2 or Section 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with or breach of any provision of this Agreement.

Frustration of Closing Conditions. Neither None of Purchaser or the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 9.1 or Section 9.39.2, as the case may be, if such failure was principally caused by such Party’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller may rely on the failure of any condition set forth in Section 9.19.01, Section 9.2 9.02, or Section 9.39.03, as the case may be, to be satisfied if such failure was caused by such Partyparty’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers Purchaser nor Buyer Seller nor Issuer may rely on the failure of any condition set forth in Section 9.1Sections 10.1, Section 9.2 10.2 or Section 9.310.3, as the case may be, if such failure was caused by such Party’s 's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers nor Buyer None of the Sellers, on the one hand, or the Purchaser on the other hand may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer Purchaser may rely on the failure of any condition set forth in Section 9.110.1, Section 9.2 or Section 9.310.2, 10.3, or, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in Section 9.17.1, Section 9.2 7.2 or Section 9.37.3 to be satisfied, as the case may be, if such failure was caused by such Party’s failure to comply perform any covenant or obligation required by this Agreement to be performed or complied with any provision of this Agreementby it at or prior to Closing.

Frustration of Closing Conditions. Neither Purchaser nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1Sections 10.01, Section 9.2 10.02 or Section 9.310.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with any provision its obligations to consummate the transactions contemplated by this Agreement and the Transaction Agreements as required by the provisions of this Agreement, including Section 6.01.

Frustration of Closing Conditions. Neither Sellers Seller nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 7.1 or Section 9.37.2, as the case may be, if such failure was primarily caused by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Sellers nor Buyer the Purchaser may rely on the failure of any condition set forth in Section Sections 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused directly by such Partyparty’s failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. Neither the Buyer nor the Sellers nor Buyer may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3Sections 9.1 and 9.2, as the case may be, if such failure was caused by such Partyparty’s failure to comply with any provision of this Agreement.