Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. No party may rely on the failure of any conditions set forth in this Article 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.3.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 SECTION 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by and subject to Section 7.36.4.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.36.3.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article 6 Section 6.1 or Section 6.2, 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 commercially reasonable efforts to cause consummate the Closing transactions contemplated herein or due to occur, as required by Section 7.3the failure of such party to perform any of its other obligations under this Agreement.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 8.1 or Section 8.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, transactions contemplated by this Agreement as required by by, and subject to, Section 7.37.6.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions set forth condition in this Article 6 7 to be satisfied if such failure was caused by such partyParty’s willful failure to act in good faith or to use its commercially reasonable required efforts to cause the Closing to occur, as required by in accordance with and subject to any limitations in Section 7.36.1 and Section 6.2.

Frustration of Closing Conditions. No party Party hereto may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such partyParty’s failure to act use reasonable best efforts (subject to the limitations set forth in good faith Section 6.3(a)) (or to use its commercially reasonable efforts such higher standard as may be required by the terms of this Agreement) to cause the Closing to occur, as required by Section 7.3.

Frustration of Closing Conditions. No particular party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied to excuse it from its obligations hereunder if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts consummate the Merger and the other Transactions pursuant to cause this Agreement, including the Closing obligations of such party pursuant to occur, as required by Section 7.36.3.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, as required transactions contemplated by Section 7.3this Agreement.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article 6 Section 6.1, 6.2 or 6.3, 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 own commercially reasonable efforts to cause consummate the Closing to occurMergers and the other transactions contemplated by this Agreement, as required by and subject to Section 7.35.3.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article 6 VII to be satisfied if such failure was caused by resulted from such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.36.02(a), or to satisfy its obligations under Section 6.03 or Section 6.04.

Frustration of Closing Conditions. No party Party hereto may rely on the failure of any conditions condition set forth in this Article 6 Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by and subject to Section 7.312.17.

Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 12 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, in each case as required by Section 7.3hereunder.

Frustration of Closing Conditions. (i) No party Party may rely on assert the failure of any conditions condition set forth in this Article 6 Section 2.6 to be satisfied if such failure was caused by, or arose in connection with, a breach of this Agreement by such party’s Party, including as a result of the failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, occur as required by Section 7.36.1(b) and Section 6.3.

Frustration of Closing Conditions. No party Party hereto may rely on the failure of any conditions condition set forth in this Article 6 Sections 5.1 or 5.2, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by and subject to Section 7.312.16.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, transactions contemplated by this Agreement as required by and subject to Section 7.36.7.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.3.6.2. Table of Contents

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.36.3.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 8.1 or Section 8.2, 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 commercially reasonable efforts to cause the Closing to occur, as required by Section 7.3breach of this Agreement.

Frustration of Closing Conditions. No party may rely on the failure of any conditions set forth in this Article 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.3.7.5. Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9

Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any conditions condition set forth in this Article 6 Sections 7.1, 7.2 , 7.3 and 7.4 above to be satisfied satisfied, if such failure was caused by such party’s Party's failure to act in good faith or to use its commercially reasonable best efforts to cause the condition to be fulfilled and the Closing to occur, as required by Section 7.3this Article 7.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 Section 8.1 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing closing conditions to occur, as required by Section 7.3be satisfied.

Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any conditions condition set forth in this Article 6 9 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.38.4 or reasonable best efforts, as required by Section 8.1.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article 6 Section 7 to be satisfied if such failure was caused by such party’s 's failure to act in good faith or to use its commercially reasonable efforts to cause compliance with the Closing to occur, as required by Section 7.3.provisions of this Agreement. SECTION 8

Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any conditions condition set forth in this Article 6 9 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts [†] to cause the Closing to occur, as required by Section 7.3.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by and subject to Section 7.36.4.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 6.1 or Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, transactions contemplated by this Agreement as required by and subject to Section 7.35.8 and Section 5.9.

Frustration of Closing Conditions. No party None of the Parties hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts (or such efforts as required pursuant to Section 6.10) to cause the Closing to occur, as required by Section 7.3.

Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any conditions condition set forth in this Article 6 ARTICLE VII to be satisfied if such failure was caused by such party’s or its Affiliates’ failure to act in good faith or to use its commercially reasonable efforts or otherwise take the actions required of any such Person to cause the Closing to occur, as required by Section 7.36.4.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 8.1 or Section 8.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, transactions contemplated by this Agreement as required by and subject to Section 7.37.7.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 9.1, Section 9.2 or Section 9.3 to be satisfied satisfied, as the case may be, if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by comply with Section 7.37.6.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.36.4.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1 or Section 7.2, 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 commercially reasonable efforts to cause the Closing to occur, as required by Section 7.3comply with any provisions of this Agreement.

Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any conditions condition set forth in this Article 6 7.5 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts [†] to cause the Closing to occur, as required by Section 7.3.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 IX to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occurefforts, as required by Section 7.38.03, to consummate and make effective, in the most expeditious manner practicable, the Transactions.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article 6 Sections 6.01, 6.02 or 6.03, 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 commercially reasonable efforts to cause consummate the Closing to occurand the other transactions contemplated by this Agreement, as required by and subject to Section 7.35.06.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 ARTICLE VII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.36.4.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.36.5 or elsewhere in this Agreement.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1, 7.2 or 7.3, 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 commercially reasonable efforts to cause consummate the Closing to occurMerger and the other transactions contemplated hereby, as required by and subject to Section 7.36.4.

Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.35.10.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or comply with its obligations to use its commercially reasonable efforts to cause consummate the Closing to occur, transactions contemplated by this Agreement as required by and subject to Section 7.3.6.6. ARTICLE VIII

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 7.1 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by and subject to Section 7.36.4(d), or whose action or failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure of such condition to be satisfied.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 8 to be satisfied if such failure was caused by such party’s failure to act in good faith or such party’s failure to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.37.4.

Frustration of Closing Conditions. No party The parties hereto may not rely on the failure of any conditions condition set forth in this Article 6 IX to be satisfied if such failure was caused by such party’s failure to act in good faith or failure to use its commercially reasonable efforts to cause the Closing to occur, as required by comply with Section 7.3.8.4 hereof. Table of Contents ARTICLE X

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.36.4.

Frustration of Closing Conditions. No party may rely on the failure of any conditions condition set forth in this Article Section 6 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 7.35.5.

Frustration of Closing Conditions. No party hereto may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable best efforts to cause the Closing to occur, as required by Section 7.36.5.

Frustration of Closing Conditions. No party Party may rely on the failure of any conditions condition set forth in this Article 6 7 to be satisfied if such failure was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable the required level of efforts set forth herein to cause the Closing to occur, as required by Section 7.3it being agreed and understood that in no way shall the Purchaser be liable for the failure to occur, for whatever reason, of the conditions set forth in Sections 7.1(c), 7.1(d) and 7.1(e), except in cases of fraud, intentional misrepresentation or wilful misconduct.

Frustration of Closing Conditions. No party Party hereto may rely on the failure of any conditions condition set forth in this Article 6 Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if the failure of such failure condition to be satisfied was caused by such partyParty’s failure to act in good faith or to use its commercially reasonable best efforts to cause consummate the Closing to occurtransactions contemplated hereby, as required by Section 7.3or other breach of or noncompliance with this Agreement.