Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Merger if such failure (or inability to be satisfied) was caused by such party’s failure to comply with or perform its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition conditions set forth in Section 7.1, 7.1 or Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s the failure of Parent or Merger Sub to comply with perform any of its obligations under this Agreement. The Company may not rely on the failure of any conditions set forth in Section 7.1 or Section 7.3 to consummate be satisfied if such failure was caused by the Merger and failure of the other Transactions Company to the extent required by and subject to Section 6.3perform any of its obligations under this Agreement.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its such party’s obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations use the standard of efforts required from such party to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, including as required by and subject to Section 6.3Sections 6.5 and 6.14.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, 7.1 or Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was primarily caused by the failure of Parent or Merger Sub to perform any of its respective material obligations under this Agreement. The Company may not rely on the failure of any condition set forth in Section 7.1 or Section 7.3 to be satisfied if such party’s failure was primarily caused by its failure to comply with perform any of its material obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor Inc.or the Company may rely on the failure of any condition set forth in Section 7.19.1, Section 7.2 9.2 or Section 7.39.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such partyParty’s failure to comply with use its obligations reasonable best efforts to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3transactions contemplated hereby, or other breach of or noncompliance with this Agreement.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure to comply with use its obligations commercially reasonable efforts, as the case may be, to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.36.03.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was primarily caused by such partyParty’s material breach of or failure to comply with perform in any material respect any of its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company nor Parent may rely on the failure of any condition set forth in Section 7.17.01 (or, Section 7.2 or Section 7.3, as also in the case may beof Parent, the conditions set forth in Annex I) to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's (including, in the case of Parent, Merger Sub's) failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject under this Agreement, including, without limitation, pursuant to Section 6.36.03 hereof.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company nor Parent may rely rely, either as a basis for not consummating the Merger, or terminating this Agreement and abandoning the Merger, respectively, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if the failure to excuse it from its perform any material obligation required to effect the Merger if such failure was caused be performed by such party’s party has been the primary cause of the failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3of such condition.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such partyParty’s (or (a) in the case of Parent, Merger Sub’s, and (b) in the case of Merger Sub, Parent’s) failure to comply with perform any of its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither the Company, Parent or nor Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.19.1, Section 7.2 9.2 or Section 7.39.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations use reasonable best efforts to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.38.4.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, 8.01 to be satisfied to excuse it from its such party’s obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3breach of this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company nor Parent may rely on the failure of any condition set forth in Section 7.17.01 (or, Section 7.2 or Section 7.3, as also in the case may beof Parent, the conditions set forth in Annex I) to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's (including, in the case of Parent, Merger Sub's) failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.18.1, Section 7.2 8.2 or Section 7.38.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger satisfied, if such failure was caused by such party’s failure to comply with its obligations to consummate breach of Section 7.5 (and subject, in the Merger and the other Transactions to the extent required by and subject case of Parent, to Section 6.37.1(c)).

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such partyParty’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither the Parent or Merger Sub Entities nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, 7.1 to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Offer, the Merger and or the other Transactions to the extent required by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither the Company, on the one hand, nor Parent or and Merger Sub nor Sub, on the Company other hand, may rely on the failure of any condition set forth in Section 7.18,01, Section 7.2 8.02 or Section 7.38.03, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with act in good faith or use its obligations reasonable best efforts to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.37.03.

Frustration of Closing Conditions. Neither Parent or Parent, Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger as a grounds for termination under Article VII if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to terms of this Agreement, including Section 6.35.3.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Merger if such failure (or inability to be satisfied) was primarily caused by such party’s failure to comply with or perform its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Parent, nor Merger Sub Sub, nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions pursuant to this Agreement, including the extent required by and subject obligations of such party pursuant to Section 6.3.

Frustration of Closing Conditions. Neither Parent or Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions transactions contemplated by this Agreement to the extent required by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition conditions set forth in Section 7.1, Section 7.2 6.1 or Section 7.3, as the case may be, 6.3 to be satisfied to excuse it from its obligation to effect if the Merger if primary cause of such failure was caused by such party’s the failure of Parent or Merger Sub to comply with perform any of its obligations under this Agreement. The Company may not rely on the failure of any conditions set forth in Section 6.1 or 6.2 to consummate be satisfied if the Merger and primary cause of such failure was the other Transactions failure of the Company to the extent required by and subject to Section 6.3perform any of its obligations under this Agreement.

Frustration of Closing Conditions. Neither Parent To the extent permitted by and subject to applicable Law, none of Parent, the Company or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section Sections 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger satisfied, if such failure was caused by such party’s failure to comply with its obligations perform any material obligation required to consummate be performed by it has been the Merger and the other Transactions to the extent required by and subject to Section 6.3primary cause of, or primarily results in, such failure.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was caused by such party’s 's failure to comply with its obligations to consummate the Merger and the other Transactions pursuant to this Agreement, including the extent required by and subject obligations of such party pursuant to Section 6.3.

Frustration of Closing Conditions. Neither Parent or Parent, Merger Sub Sub, Merger LLC, nor the Company may rely rely, in connection with any claim that it has no obligation to effect the Merger, on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3Transactions.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.1Sections 6.1, Section 7.2 6.2, or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure (subject, in the case of Parent and Merger Sub, to comply with Section 5.6(c)) to use its obligations reasonable efforts to consummate the Merger and the other Transactions to the extent required transactions contemplated by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition conditions set forth in Section 7.1, 7.1 or Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by the failure of Parent or Merger Sub to perform any of its respective obligations under this Agreement. Subject to Section 6.1(c), the Company may not rely on the failure of any conditions set forth in Section 7.1 or Section 7.3 to be satisfied if such party’s failure was caused by the failure of the Company to comply with perform any of its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was caused by such party’s 's failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Merger if such failure (or inability to be satisfied) was caused by such party’s breach or other failure to comply with or perform its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if if, and to the extent, such failure was caused by such party’s failure to comply with intentional and material breach of its obligations to consummate under this Agreement, in the Merger and case of the other Transactions to Company, the extent required by and subject to Section 6.3APA or, in the case of Parent, the Debt Commitment Letter.

Frustration of Closing Conditions. Neither the Company, on the one hand, nor Parent or Merger Sub nor Sub, on the Company other hand, may rely rely, on the failure of any condition set forth in Section 7.17.1 or, with respect to Parent or Merger Sub, the failure of any condition set forth in Section 7.2 or Section 7.3, as the case may be7.2, to be satisfied to excuse it from performance by such party of its obligation to effect the Merger obligations hereunder, if such failure was caused by such party’s failure to comply act in good faith and in compliance with its obligations to consummate the Merger terms of this Agreement and the other Transactions to the extent required by and subject to Section 6.3Tender Offer.

Frustration of Closing Conditions. Neither the Company, on the one hand, nor Parent or Merger Sub nor Sub, on the Company other hand, may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, 7.1 to be satisfied to excuse it from its such party’s obligation to effect the Merger if such failure was caused by such partythe Company’s failure or either Parent’s or Merger Sub’s failure, respectively, to comply with its obligations use the standard of efforts required from it pursuant to this Agreement to consummate the Merger and the other Transactions to the extent Transactions, including as required by and subject to Section 6.3Sections 6.5 and 6.12.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure to comply with its obligations to use its commercially reasonable efforts to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.35.5.

Frustration of Closing Conditions. Neither the Parent or Merger the Merging Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither Company nor Parent may rely, either as a basis for not consummating the Mergers or Merger Sub nor terminating this Agreement and abandoning the Company may rely Mergers, respectively, on the failure of any condition set forth in Section 7.1, Section 7.2 7.2, or Section 7.3, 7.3 as the case may be, to be satisfied if the failure to excuse it from its perform any material obligation required to effect the Merger if such failure was caused be performed by such party’s party has been the primary cause of the failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3of such condition.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure (subject, in the case of Parent and Merger Sub, to comply with Section 5.6(c)) to use its obligations reasonable efforts to consummate the Merger and the other Transactions to the extent required transactions contemplated by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Merger if such failure (or inability to be satisfied) was caused by such party’s intentional and material failure to comply with or perform its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent Transactions, as required by and subject to Section 6.3.

Frustration of Closing Conditions. Neither Parent or nor Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.35.5.

Frustration of Closing Conditions. Neither Parent or Merger Sub Sub, on the one hand, nor the Company Company, on the other hand, may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and Merger, the other Transactions and the Financing to the extent required by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither Parent None of Parent, Merger Sub, Seller or Merger Sub nor the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with use its obligations reasonable efforts to consummate the Merger and the other Transactions to the extent required transactions contemplated by and subject to Section 6.3this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub Sub, on the one hand, nor the Company Company, the Partnership or Partnership Merger Sub, on the other hand, may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 7.02 or Section 7.37.03, as the case may be, to be satisfied (or to be able to be satisfied) to excuse it from its obligation to effect the Merger Mergers if such failure (or inability to be satisfied) was caused by such party’s failure to comply with or perform its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger obligations hereunder if such failure was primarily caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated hereby, as required by and subject to Section 6.35.2.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition set forth in Section 7.1‎7.1, Section 7.2 ‎7.2 or Section 7.3‎7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by materially contributed to by, or was the result of, such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither None of the Company, Acquiring Corp. Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from as grounds for its obligation to effect not consummating the Merger when otherwise required hereunder if such failure was caused by such party’s failure to comply with use its obligations commercially reasonable efforts to consummate the Merger and the other Transactions to the extent Transactions, as required by and subject to the provisions of Section 6.35.3.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with use its obligations reasonable best efforts to consummate the Merger and the other Transactions to transactions contemplated by this Agreement or otherwise comply with Section 5.7 (subject, in the extent required by case of Parent and subject Merger Sub, to Section 6.35.7(d)).

Frustration of Closing Conditions. Neither None of the Company, Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 8.2 or Section 7.3, 8.3 as the case may be, to be satisfied to excuse it from its such party’s obligation to effect consummate the Merger and the other transactions contemplated by this Agreement if such failure was caused by such party’s failure to comply with its obligations use the standard of efforts required from such party to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, including as required by and subject to Section 6.37.5.

Frustration of Closing Conditions. Neither Parent or Parent, Merger Sub Sub, Merger LLC, nor the Company may rely rely, in connection with any claim that it has no obligation to effect the Merger, on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3Transactions.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by materially contributed to by, or was the result of, such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3under this Agreement.

Frustration of Closing Conditions. Neither Company nor Parent may rely, either as a basis for not consummating the Merger or Merger Sub nor terminating this Agreement and abandoning the Company may rely Merger, respectively, on the failure of any condition set forth in Section 7.1, Section 7.2 7.2, or Section 7.3, 7.3 as the case may be, to be satisfied if the failure to excuse it from its perform any material obligation required to effect the Merger if such failure was caused be performed by such party’s party has been the primary cause of the failure to comply with its obligations to consummate the Merger and the other Transactions to the extent required by and subject to Section 6.3of such condition.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1Sections 6.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.35.5.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure (subject, in the case of Parent and Merger Sub, to comply with Section 5.7(c)) to use its obligations reasonable best efforts to consummate the Merger and the other Transactions to the extent required transactions contemplated by and subject to this Agreement or otherwise comply with Section 6.35.7.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such partyParty’s failure to comply with breach of its obligations to consummate under this Agreement or, in the Merger and case of Parent, the other Transactions to the extent required by and subject to Section 6.3Debt Documents.

Frustration of Closing Conditions. Neither Parent or Merger Sub nor the Company may rely on the failure of any condition set forth in Section 7.1Sections 6.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s 's failure to comply with its obligations to consummate the Merger and the other Transactions to the extent transactions contemplated by this Agreement, as required by and subject to Section 6.35.5.

Frustration of Closing Conditions. Neither Parent or None of Parent, Merger Sub nor or the Company may rely on the failure of any condition to its obligation to consummate the Merger set forth in Section 7.16.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied to excuse it from its obligation to effect the Merger if such failure was caused by such party’s failure to comply with use its obligations reasonable efforts to consummate the Merger and the other Transactions to the extent required transactions contemplated by and subject to Section 6.3this Agreement.