Frustration of Closing Conditions, Etc Sample Clauses

Frustration of Closing Conditions, Etc. Neither BlackRock nor MLIM Parent may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under Section 5.5.
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Frustration of Closing Conditions, Etc. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under this Agreement. Table of Contents
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Frustration of Closing Conditions, Etc. None of the parties hereto may invoke or exercise any right based 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. If the Closing occurs, all closing conditions set forth in Section 6.1 and Section 6.2 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer. If the Closing occurs, all closing conditions set forth in Section 6.1 and Section 6.3 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller. For the avoidance of doubt, nothing in this Section 6.4 shall relieve any party hereto from Liability for any breach of, or any failure to satisfy, any representation, warranty, covenant or agreement contained herein prior to the Closing Date.
Sample 1
Frustration of Closing Conditions, Etc. Neither Buyers, on the one hand, nor Seller Parent or Seller, on the other hand, may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such party to act in good faith or comply with its obligations under Section 5.5. The breach of the provisions set forth in Section 5.1(a)(iii) or 5.3(a)(i)(A) by Seller Parent or Seller, as the case may be, shall not be taken into account in determining the fulfillment or nonfulfillment of the condition set forth in Section 6.2(b) but in lieu thereof shall be treated as a breach of the applicable representation and warranty and shall be taken into account in determining the fulfillment or non-fulfillment of the condition set forth in Section 6.2(a).
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Related to Frustration of Closing Conditions, Etc

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

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Frustration of Conditions Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

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