Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 such party’s obligation to effect the Merger if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach (or (a) in the case of or Parent, Merger Sub’s, and (b) in the case of Merger Sub, Parent’s) failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may shall be entitled to 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, herein to be satisfied if such failure was primarily caused by due to the failure of any such Party’s material breach of or failure party to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely rely, as a basis for not consummating the Merger, on the failure of any condition set forth in Section 7.1, Section 7.2 8.2 or Section 7.38.3, as the case may be, to be satisfied if such failure was primarily caused by due to such Party’s material breach of or failure to perform in any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or 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 if such failure was primarily caused by such Party’s material breach of or failure to perform use the standard of efforts required from such Party to consummate the Transactions (and, in any material respect any the case of its obligations under this AgreementParent and Merger Sub, the Financing), including as required by and subject to Section 5.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, this Article VII to be satisfied if such failure was primarily principally caused by such Partyparty’s material breach of any material provisions of this Agreement, such party’s failure to act in good faith or such party’s failure to perform in any material respect any of fully its obligations under this AgreementSection 6.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of or failure such party to perform in any all material respect respects any of its other obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, Article 7 to be satisfied if such failure was primarily caused by such Party’s material breach of or failure to perform act in any material respect any of good faith to comply with this Agreement or use its obligations under this Agreementreasonable best efforts to consummate and make effective the transactions provided for herein.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform act in any material respect any good faith or to use the standard of its obligations under this Agreementefforts required from such party to consummate the Merger and the other transactions contemplated hereby, including as required by and subject to Section 8.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Offer, the Merger and the other Transactions, as required by and subject to Section 6.4.

Frustration of Closing Conditions. None of Neither the Company, Parent or nor Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 8.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or and Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under this AgreementSection 5.3, subject to the limitations and restrictions set forth therein.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations use the efforts to consummate the Merger and the other transactions contemplated hereby required under this Agreement, including as required by and subject to Section 6.2.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger and the other Transactions.

Frustration of Closing Conditions. None of the Company, Parent Buyer or Merger Sub 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 such party’s obligation to effect the Merger if such failure was caused primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.16.2(a), Section 7.2 6.2(b), Section 6.2(c), Section 6.3(a) or Section 7.36.3(b), as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform any covenant contained in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Holdings or Merger Sub may rely on the failure of any condition set forth in Section 7.16.01, Section 7.2 6.02, or Section 7.36.03, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s failure to perform in all material respects its obligations under this Agreement or by such party’s material breach of or failure to perform in any material respect any other provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of Parent, the Company, Parent Company or Merger Sub may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied satisfied, if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this AgreementSection 6.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Acquisition Sub 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 relieve such Party of its respective obligations to consummate the Merger if such failure was primarily principally caused by or the direct result of such Party’s material breach of or breach, including such Party’s failure to perform in any material respect any use the standard of its obligations under this Agreementefforts required from such Party to consummate the Merger and the transactions contemplated hereby, as required by and subject to Section 7.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 8.2 or Section 7.38.3, 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 material breach of or failure to perform in any material respect any use the standard of its obligations under 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 7.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform act in any material respect any of its obligations under good faith to consummate the Merger and the other transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the CompanyNeither Parent, 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 as a grounds for termination under Article VII if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any comply with the terms of its obligations under this Agreement, including Section 5.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, Article 7 to be satisfied if such failure was primarily caused by such Party’s material breach of or failure to perform act in any material respect any of its obligations under good faith to comply with this AgreementAgreement and consummate the transactions provided for herein.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 Sections 8.1 or Section 7.38.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach (or in the case of Parent or Merger Sub, either such party’s) failure to perform in comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyNeither Parent, 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under this Agreement.

Frustration of Closing Conditions. None of Neither Parent, nor Merger Sub, nor the Company, Parent or Merger Sub 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 obligations hereunder if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under to consummate the Merger and the other Transactions pursuant to this Agreement, including the obligations of such party pursuant to Section 6.3.

Frustration of Closing Conditions. None of the Company, Parent or the Merger Sub Subs 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform act in any material respect any of good faith or use its obligations under reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.11.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform use its reasonable best efforts to consummate the Merger and the other Transactions as provided in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Midco or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 8.02 or Section 7.38.03, 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 material breach of or failure to perform in any material respect any use the standard of its obligations under this Agreementefforts required from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 7.08, Section 7.15 and Section 7.16.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub II 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, 7.01 to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 8.2 or Section 7.38.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in use its reasonable best efforts to comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent the Buyer or the Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.6.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 such party’s obligation to effect the Merger if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Sections 6.8 and 6.15.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on upon the failure of any condition set forth in Section 7.1, Section 7.2 Sections 6.1 or Section 7.3, as the case may be, 6.2 to be satisfied if such failure was primarily caused by by, or materially contributed to, such Partyparty’s material breach of or failure to perform in any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 such party’s obligation to effect the Merger if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under 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 6.8 and Section 6.12.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was primarily caused by such Party’s material breach of or party's failure to perform act in any material respect any of good faith or to use its obligations under reasonable efforts to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the CompanyCompany Entities, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform comply in any material respect any of with its respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.

Frustration of Closing Conditions. None Neither the Company nor any of the CompanyParent, Parent Merger Sub I or Merger Sub II 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 if such failure was primarily caused by such Party’s material breach of or failure to perform in comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger and the other Transactions, as required by and subject to Section 5.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of (a) the Company, with respect to Section 6.1 and Section 6.3, as applicable, and (b) Parent or Merger Sub Sub, with respect to Section 6.1 and Section 6.2, as applicable, may rely on the failure of any such condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied satisfied, if such failure was primarily caused by by, or directly resulted from, such Partyparty’s material breach (or in the case of or Parent and Merger Sub, either party’s) failure to perform in comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent Parent, Merger Sub or Merger Sub 2 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger, as required by Section 5.6.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.16.01, Section 7.2 6.02, or Section 7.36.03, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or breach, including such party’s failure to perform in any material respect any use the standard of its obligations under this Agreementefforts required from such party to consummate the Merger and the other Transactions, as required by and subject to Section 5.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 satisfied, if such failure was primarily caused by such Partyparty’s material breach of or failure Section 7.5 (and subject, in the case of Parent, to perform in any material respect any of its obligations under this AgreementSection 7.1(c)).

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to consummate the Merger and the other Transactions, as required by Section 5.4.

Frustration of Closing Conditions. None of the Company, Parent Parent, or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreementuse commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to Section 6.5.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, Article 7 to be satisfied if such failure was primarily caused by such Party’s material breach of or failure to perform act in any material respect any of good faith to comply with this Agreement or use its obligations under this Agreementreasonable best efforts to consummate and make effective the transactions provided for herein, including the financing contemplated by the Debt Commitment Letters.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.1 or Section 7.36.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to use its commercially reasonable efforts to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.17.2(a), Section 7.2 (b), (c), (d) or Section 7.3(e), as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform any covenant contained in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or 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 if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any of comply with its obligations under to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.15.1, Section 7.2 5.2 or Section 7.35.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.2 or Section 7.36.3(a), (b), (c) or (e), as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform any covenant contained in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform comply in any material respect any of with its respective obligations under this AgreementAgreement to be performed at or prior to the Closing Date.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, ARTICLE VIII to be satisfied to excuse such party’s obligation to effect the Merger if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under this Agreementefforts required from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 7.07, Section 7.14 and Section 7.15.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any of use its obligations under commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.03.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 to be satisfied, as the case may be, to be satisfied if such failure was primarily caused by the failure of the party seeking to invoke such Party’s material breach of or failure condition to perform in any material respect any of comply with its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform act in any material respect any of good faith or to use its obligations under reasonable efforts to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreementhereunder.

Frustration of Closing Conditions. None of Neither the Company, 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 primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under to consummate the Offer, the Merger or the other Transactions to the extent required by this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by due to the failure of such Party’s material breach of or failure party to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 beapplicable, to be satisfied to excuse performance by such Party of its obligations under this Agreement if such failure was primarily caused by such Party’s material breach of or failure to perform act in any material respect any of good faith and in compliance with its obligations under the terms of this AgreementAgreement and the Restructuring Agreements.

Frustration of Closing Conditions. None of Parent, Sub or the Company, Parent or Merger Sub Company may rely on the failure of any condition set forth in Section 7.17.01, Section 7.2 or 7.02 and Section 7.37.03, as the case may beapplicable, to be satisfied if such failure was primarily caused by such Party’s material breach of or 's failure to perform in any material respect any of its obligations under this Agreementuse reasonable efforts to consummate the Merger, as required by and subject to Section 6.03.

Frustration of Closing Conditions. None of the CompanyNeither Buyer, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section Sections 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in comply with any material respect any provisions of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Party’s material breach of or party's failure to perform use all reasonable efforts to consummate the Merger and the other Transactions to be performed or consummated by such party in any material respect any accordance with the terms of its obligations under this AgreementAgreement as required by and subject to Section 6.03.

Frustration of Closing Conditions. None of the Company, Parent the Shareholder Parties, Parent, Merger Sub I or Merger Sub II may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.1 or Section 7.36.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of use its obligations under this Agreementcommercially reasonable efforts to consummate the transactions contemplated hereby, as required by and subject to Section 5.5.

Frustration of Closing Conditions. None of the Company, Parent or the Merger Sub may rely on the failure of any condition set forth in Section 7.1Articles VII, Section 7.2 VIII or Section 7.3IX, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of Section 6.1(d) or failure to perform in any material respect any other provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub 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 primarily caused by materially contributed to by, or was the result of, such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any Offer Condition or any condition set forth in Section 7.1Sections 9.1, Section 7.2 or Section 7.3, as the case may be, 9.2 and 9.3 to be satisfied if such failure was primarily caused by the failure of such Party’s material breach of Party to act in good faith or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub or Buyer may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.1 or Section 7.36.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in use its best efforts to comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub 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 primarily caused by materially contributed to by, or was the result of, such Partyparty’s material breach of or failure to perform in any material respect any of comply with its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in this Section 7.1, Section 7.2 or Section 7.3, as the case may be, 2.9 to be satisfied if such failure was primarily caused by such Party’s material breach of or this Agreement, including as a result of the failure to perform in any material respect any of use its obligations under this Agreementreasonable best efforts to cause the Closing to occur as required by Section 5.1(b) and Section 5.3.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 as grounds for its not consummating the Merger when otherwise required hereunder if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any use its commercially reasonable efforts to consummate the Merger and the other Transactions, as required by and subject to the provisions of its obligations under this Agreement.Section 5.4. 49

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1Sections 8.1, Section 7.2 or Section 7.3, as the case may be, 8.2 and 8.3 to be satisfied if such failure was primarily caused by the failure of such Party’s material breach of Party to act in good faith or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 such party's obligation to effect the Merger if such failure was primarily caused by such Party’s material breach of or party's failure to perform in any material respect any use the standard of its obligations under efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Sections 6.5 and 6.14.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or own failure to perform in any material respect any of use its obligations under commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.37.3 as a basis for terminating this Agreement and abandoning the transactions contemplated hereby, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, the Parent Group or Merger Sub 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 be6.1, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by the failure of such Party’s material breach of or failure party to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.19.01, Section 7.2 9.02 or Section 7.39.03, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreement, act in good faith or use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.8.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.1, 6.01 or the applicable Section 7.2 6.02 or Section 7.36.03 to be satisfied if such failure was caused by the failure of Parent, Merger Sub, TWG Re or the Company, as the case may be, to be satisfied if such failure was primarily caused by such Party’s material breach of or failure to perform in any all material respect respects any of its such party’s obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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 if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any of its obligations under this Agreementhereunder.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub Subsidiary may rely on the failure of any condition set forth in Section 7.1, Section 7.2 9.02 or Section 7.39.03, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under 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 7.04 and Section 8.09.

Frustration of Closing Conditions. None of of: (i) the Company, with respect to Section 5.1 and Section 5.3, as applicable; and (ii) Parent or Merger Sub Sub, with respect to Section 5.1 and Section 5.2, as applicable, may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3such condition, as the case may be, to be satisfied satisfied, if such failure was primarily caused by by, or directly resulted from, such Partyparty’s (or in the case of Parent and Merger Sub, either party’s) material breach of or failure to perform in any material respect any of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, the Parent or the Merger Sub Subsidiary 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 if such failure was primarily caused by such Partyparty’s material breach of or this Agreement has been a principal cause of the failure of such condition to perform in any material respect any of its obligations under this Agreementbe satisfied.

Frustration of Closing Conditions. None of the Company, Parent Alarm or the Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 Sections 8.1 or Section 7.38.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub 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, 8.1 to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform act in any material respect any of good faith or use its obligations under this Agreementreasonable best efforts to consummate the Transactions, as required by and subject to Section 7.8(a).

Frustration of Closing Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1, Section 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach (or in the case of Parent or Merger Sub, either such party’s) failure to perform in comply with any material respect any provision of its obligations under this Agreement.

Frustration of Closing Conditions. None of Neither the Company, Company nor Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1Sections 5.1, Section 7.2 5.2 or Section 7.35.3, as the case may be, to be satisfied if such failure was primarily caused by such Party’s material breach of or 's failure to perform in any material respect any use reasonable best efforts to consummate the Transactions, to the extent required by and subject to Section 4.5 and the other applicable provisions of its obligations under this AgreementArticle IV.

Frustration of Closing Conditions. None of the CompanyParent, Parent or Merger Sub or the Company may rely on the failure of any condition set forth in Section 7.1, Section 7.2 6.2 or Section 7.36.3, as the case may be, to be satisfied if such failure was primarily caused by such Partyparty’s material breach of or failure to perform in any material respect any use the standard of its obligations under efforts required from such party to consummate the Merger and the other transactions contemplated by this Agreement, including as required by and subject to Sections 5.4 and 5.5.