Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None Prior to the Termination Date, none of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the Transactions.

Frustration of Closing Conditions. None of ParentNeither the Company, on the one hand, nor Parent or Merger Sub Sub, on the other hand, may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the Company may rely Merger, on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of, or failure to perform with respect to, any provision of this Agreement.

Frustration of Closing Conditions. None Prior to the Termination Date, none of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach failure to use the standard of efforts required from such party to comply with this AgreementAgreement and consummate the Transactions.

Frustration of Closing Conditions. None of Parentthe Company, Merger Sub Parent or the Company Purchaser may rely on the failure of any condition set forth in this Article ARTICLE VI to be satisfied if such failure was primarily caused by or primarily resulted from such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such partyParty’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the transactions provided for herein.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such party’s breach of failure to comply with this Agreement and consummate the Merger and the other Transactions as contemplated by this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Holdco, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the Transactions.

Frustration of Closing Conditions. None of Parent, Merger Sub or Neither the Company nor Parent may rely rely, either as a basis for not consummating the Merger or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s willful and intentional material breach of any material provision of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was principally caused by such party’s breach of any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied as a condition precedent to any right or obligation of such party hereunder if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Merger Sub or the Company Parent may rely on the failure of any condition set forth in this Article VI V to be satisfied if such failure was primarily caused by such party’s breach of any provision of this AgreementAgreement which would result in the failure of the closing condition set forth in Section 5.2(b) or Section 5.3(b), as applicable.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition precedent set forth in this Article VI ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of failure to comply with its obligations set forth in this AgreementAgreement to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article ARTICLE VI to be satisfied if such failure was principally caused by such party’s breach of any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was principally caused by such party’s breach of any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by the failure of such party’s breach party to perform any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI IX to be satisfied if such failure was caused by such partyParty’s breach failure to perform any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company Subs may rely on the failure of any condition precedent set forth in this Article VI to be satisfied if to the extent such failure was caused by such partyParty’s breach (or in the case of Parent or Merger Subs, any such Parties’) failure to comply with its (or their) obligations set forth in this AgreementAgreement to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VI, as applicable, to be satisfied if such failure was caused by such party’s breach failure to use the standard of efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Section 5.7.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was were caused by such partyParty’s breach of failure to comply with this Agreement and consummate the Transactions as contemplated by this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub Sub, Merger Partnership, the Company or the Company Partnership may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Merger Parent or Amalgamation Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement or consummate the Transactions.

Frustration of Closing Conditions. None of Parent, Merger Sub, or Merger Sub I or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub the Parent Entities or the Company may rely on the any failure of to any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or such party’s failure to use its reasonable best efforts to cause the Closing to occur, as required by Section 5.4 and Section 5.6.

Frustration of Closing Conditions. None of Parentthe Company, Merger Parent or Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was were caused by such party’s breach of failure to comply with this Agreement and consummate the Transactions as contemplated by this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure 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 5.5.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such partyParty’s breach of failure to comply with this Agreement and consummate the Merger and the other Transactions as contemplated by this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement'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 Sections 5.5 and 5.7.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was principally caused by such party’s breach of any material provisions of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article ‎Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach (and Parent and Merger Sub may not rely on any such failure caused by each other breaches) of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach (and Parent and Merger Sub may not rely on any such failure caused by each other’s breaches) of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such party’s breach of failure to comply with this Agreement.

Frustration of Closing Conditions. None of the Parent, the Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach failure to act in good faith or perform any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Neither Parent, Merger Sub or nor the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of a representation, warranty, covenant or agreement set forth in this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition precedent set forth in this Article VI to be satisfied if such failure was caused primarily by such party’s breach of failure to comply with its obligations set forth in this AgreementAgreement to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied as a basis to fail to effect the Merger if such failure was caused by such party’s breach of failure to act in good faith to comply with this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI IX to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Merger Sub Parent or the Company Merger Subs may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement or use its reasonable best efforts to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI IX to be satisfied if such failure was caused by such party’s breach failure to act in good faith or such party’s material failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or such party’s failure to use its reasonable best efforts to cause the Closing to occur, as required by Sections 5.5.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s failed condition is the result of a breach of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI Section 6.1 or Section 6.2 to be satisfied if such failure was caused by such party’s the breach of its obligations under this Agreement.Agreement has been a principal cause of or resulted in the failure of such condition to be satisfied. ARTICLE VII:

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI V to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the transactions provided for herein.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VIII to be satisfied if such failure was caused by such party’s 's breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Merger Sub or the Company Parent may rely on the failure of any condition set forth in this Article VI V to be satisfied if such failure was caused by the failure of such party’s breach party to perform any of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition precedent set forth in this Article VI to be satisfied if such failure was caused by such partyParty’s breach of failure to comply with its obligations set forth in this AgreementAgreement to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely rely, either as a basis for not consummating the Merger or the other Transactions or terminating this Agreement and abandoning the Merger on the failure of any condition set forth in this Article VI ‎VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of MTR, Parent, Merger Sub A Merger Sub B or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI IX to be satisfied if such failure was caused by such party’s breach of failure to comply with this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the Transactions.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by such party’s breach of failure to act in good faith to comply with this AgreementAgreement and consummate the Transactions.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was principally caused by such party’s 's breach of any material provisions of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Neither Parent nor Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Purchaser or Merger Sub or the Company may rely as a basis for not consummating the Merger on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s material breach of any provision of this AgreementAgreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated herein.

Frustration of Closing Conditions. None of Parentthe Company, the Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article ARTICLE VI to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or use its reasonable best efforts to consummate the Transactions, as required by and subject to Section 5.8 and Section 5.9.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI VI, as the case may be, to be satisfied to excuse such Party’s obligation to effect the Merger if such failure was primarily caused by such partyParty’s breach failure to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Section 4.4.

Frustration of Closing Conditions. None of Parent, Neither Parent nor Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such partyParent’s and/or Merger Sub’s breach of this Agreement. The Company may not rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused its breach of this Agreement.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this AgreementAgreement was the proximate cause of such failure.

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI (as applicable such Party) to be satisfied if such failure was caused by such partyParty’s breach failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. None of Parent, Corp Merger Sub or Sub, LLC Merger Sub, the Company or Group LLC may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach of this Agreement.

Frustration of Closing Conditions. None of Parentthe Company, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s breach failure to comply with or perform any of its covenants or obligations set forth in this Agreement.. ARTICLE VII

Frustration of Closing Conditions. None of Parent, Merger Sub or the Company may rely on the failure of any condition set forth in this Article ARTICLE VI to be satisfied if such failure was caused by such party’s breach of this Agreement.