Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (JR Resources Corp.), Subscription Agreement (Dakota Territory Resource Corp), Stock Purchase Agreement (Appfolio Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 8 contracts
Samples: Merger Agreement (Universal American Corp.), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Universal American Financial Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (Contango Oil & Gas Co), Merger Agreement (Mid-Con Energy Partners, LP), Merger Agreement (Contango Oil & Gas Co)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use the efforts to cause the Closing to occur required by Section 6.4.
Appears in 7 contracts
Samples: Share Exchange Agreement (Peck Jeffrey), Share Exchange Agreement (Myrick Frederick JR), Share Exchange Agreement (Jensyn Acquisition Corp.)
Frustration of Closing Conditions. No party Neither Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 6 contracts
Samples: Purchase Agreement (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc), Merger Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 6 contracts
Samples: Merger Agreement (Flex Ltd.), Merger Agreement (Nextracker Inc.), Business Combination Agreement (Ardagh Metal Packaging S.A.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 6 contracts
Samples: Merger Agreement (CRT Properties Inc), Merger Agreement (Sunset Financial Resources Inc), Merger Agreement (Spirit Finance Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII Section 7 to be satisfied if such failure was caused by such party’s breach failure to act in compliance with the provisions of this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.), Merger Agreement (Adaptimmune Therapeutics PLC)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such party’s breach of this Agreementbreach.
Appears in 5 contracts
Samples: Merger Agreement (Waldencast Acquisition Corp.), Equity Purchase Agreement (Waldencast Acquisition Corp.), Merger Agreement (Xos, Inc.)
Frustration of Closing Conditions. No Neither party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Norfolk Southern Corp), Merger Agreement (Delaware Otsego Corp), Merger Agreement (CSX Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.1.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Global Power Equipment Group Inc.), Stock Purchase Agreement (Global Power Equipment Group Inc.), Share Purchase Agreement (Almost Family Inc)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Usa Truck Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the result of such party’s failure to comply with or breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 4 contracts
Samples: Merger Agreement (Health Care Property Investors Inc), Merger Agreement (Strategic Storage Trust, Inc.), Merger Agreement (Strategic Storage Trust, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of (or such party’s Affiliate’s) failure to comply with this AgreementAgreement or the other Transaction Documents or use the efforts required pursuant to this Agreement or the other Transaction Documents to cause the Closing to occur, including as required by Section 6.04.
Appears in 3 contracts
Samples: Merger Agreement (Revelyst, Inc.), Merger Agreement (Vista Outdoor Inc.), Merger Agreement (Vista Outdoor Inc.)
Frustration of Closing Conditions. No party Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by the failure of such party’s breach Party or its Affiliates (including, with respect to the Company, any Group Company and Parent) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.
Appears in 3 contracts
Samples: Business Combination Agreement (VivoPower International PLC), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc), Acquisition Agreement (Seaspan CORP)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach failure to perform any of its obligations under this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (APi Group Corp), Stock Purchase Agreement (CARRIER GLOBAL Corp)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such party’s failure to act in good faith or its breach of the covenants contained in this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.), Merger Agreement (Criimi Mae Inc)
Frustration of Closing Conditions. No party None of the Parties hereto may rely on the failure of any condition set forth in this Article VII VII, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach failure to comply with the terms of this Agreement.
Appears in 3 contracts
Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.), Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2.
Appears in 3 contracts
Samples: Share Purchase Agreement (Griffon Corp), Share Purchase Agreement (TTM Technologies Inc), Merger Agreement (Emergent BioSolutions Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Victory Capital Holdings, Inc.), Stock Purchase Agreement (Cognizant Technology Solutions Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied 6 if such party's failure was caused by such party’s breach to comply with any provision of this AgreementAgreement was a proximate cause of such failure of such condition.
Appears in 3 contracts
Samples: Merger Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
Appears in 2 contracts
Samples: Business Combination Agreement (Gores Holdings IV, Inc.), Purchase Agreement (Landcadia Holdings II, Inc.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article VII ARTICLE VI to be satisfied if such failure results from or was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Membership Interest Exchange Agreement (Muscle Maker, Inc.), Membership Interest Purchase Agreement (Muscle Maker, Inc.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.
Appears in 2 contracts
Samples: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement or the Separation and Distribution Agreement.
Appears in 2 contracts
Samples: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused solely as a result of a breach by such party’s breach Party of its representations, warranties, obligations or covenants under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (CEB Inc.)
Frustration of Closing Conditions. No party Party may rely rely, whether as a basis for not consummating the Transactions or terminating this Agreement or otherwise, on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such Party’s failure was caused by such party’s breach to act in compliance with the provisions of this AgreementAgreement has been a principal cause of the failure of the Closing to occur.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Frustration of Closing Conditions. No party None of the Parties may rely rely, either as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement, on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was primarily caused by such party’s breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Outbrain Inc.), Share Purchase Agreement (Outbrain Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 2 to be satisfied if such the failure was caused by such partythat Party’s breach of failure to comply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Investment and Securities Subscription Agreement (Grupo Televisa, S.A.B.), Investment and Securities Subscription Agreement (Nii Holdings Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI, to be satisfied if such failure was caused by such partyParty’s breach Willful and Material Breach of any material provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (CSI Compressco LP), Merger Agreement (CSI Compressco LP)
Frustration of Closing Conditions. No party Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach Party or its Affiliate to comply with or perform any of its covenants or obligations set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Chiasma, Inc), Merger Agreement (Amryt Pharma PLC)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (AquaVenture Holdings LTD), Merger Agreement (Neustar Inc)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by the failure of such party’s breach of this Agreementparty to act in good faith or to use its reasonable best efforts to cause the Closing to occur.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Endurance Specialty Holdings LTD), Stock Purchase Agreement (Tower Group, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 6 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Patria Investments LTD), Merger Agreement (Invesco Ltd.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement, including its obligations set forth in Section 6.05.
Appears in 2 contracts
Samples: Merger Agreement (HeartWare International, Inc.), Merger Agreement (Thoratec Corp)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use its reasonable best efforts to cause the Closing to occur in accordance with the Closing Steps.
Appears in 2 contracts
Samples: Master Agreement (Adient PLC), Master Agreement (Adient PLC)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of (or, as applicable, such Party’s failure to perform or comply with) its representations, warranties, covenants or obligations under this Agreement.
Appears in 2 contracts
Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Frustration of Closing Conditions. No party may rely on upon the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to act in good faith or to comply in any material respect with its obligations hereunder.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Diego Pellicer Worldwide, Inc), Equity Purchase Agreement (Siyata Mobile Inc.)
Frustration of Closing Conditions. No party None of the parties hereto may rely on the failure of any condition set forth in this Article VII ARTICLE VI to be satisfied if such failure was caused by such party’s breach of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Zevra Therapeutics, Inc.), Merger Agreement (Acer Therapeutics Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 5 to be satisfied if such failure was caused by such party’s material breach of its obligations and covenants under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of failure to use commercially reasonable efforts to cause the Closing to occur and to otherwise comply with such party’s obligations under this Agreement.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Frustration of Closing Conditions. No party Party may rely as a basis for not consummating the transactions contemplated by this Agreement on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.7.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Silicon Laboratories Inc.), Asset Purchase Agreement (Skyworks Solutions, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this AgreementAgreement in a material respect has been the proximate cause of, or resulted in, the failure of the condition.
Appears in 2 contracts
Samples: Merger Agreement (Verticalnet Inc), Merger Agreement (E-Z-Em, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 2 contracts
Samples: Stock Purchase and Contribution Agreement, Stock Purchase and Contribution Agreement (Fresenius Medical Care AG & Co. KGaA)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
Appears in 2 contracts
Samples: Equity Purchase and Merger Agreement (ManpowerGroup Inc.), Unit Purchase Agreement (White Mountains Insurance Group LTD)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement of this AgreementAgreement by such party.
Appears in 2 contracts
Samples: Merger Agreement (Molekule Group, Inc.), Merger Agreement (AeroClean Technologies, Inc.)
Frustration of Closing Conditions. No party Party may rely rely, either as a basis for not consummating the Arrangement or the other transactions contemplated hereby or terminating this Agreement and abandoning the Arrangement, on the failure of any condition set forth in this Article VII V to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to use commercially reasonable efforts to consummate the Arrangement and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Arrangement Agreement (Tricon Residential Inc.), Arrangement Agreement
Frustration of Closing Conditions. No party Party may rely on or assert the failure of any condition set forth in this Article VII to be satisfied VIII, as the case may be, if such failure results from or was caused primarily by such partyParty’s breach failure to comply with any provision of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GigaCloud Technology Inc), Asset Purchase Agreement (Amyris, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partyParty’s breach of failure to use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 7.4, Section 7.5 and Section 7.6.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Constellation Brands, Inc.), Asset Purchase Agreement (Constellation Brands, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to use its own commercially reasonable efforts to consummate the Merger and the other transactions contemplated hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Monmouth Real Estate Investment Corp), Merger Agreement (Monmouth Capital Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of failure to act in accordance with this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Duke Energy CORP), Purchase and Sale Agreement (Duke Energy CORP)
Frustration of Closing Conditions. No party Party may rely on on, either as a basis for not consummating the Mergers or for terminating this Agreement, the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Parsley Energy, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Care Investment Trust Inc.), Merger Agreement (Watson Wyatt Worldwide, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII ARTICLE 7 to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Atheros Communications Inc), Merger Agreement (Intellon Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition to its obligations to consummate the Acquisition set forth in this Article VII IX to be satisfied if such failure was caused by the result of such party’s failure to comply with or breach of any provision of this Amended Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII to be satisfied 8, if such failure was caused by such partyParty’s breach non-compliance with any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementbreach.
Appears in 1 contract
Samples: Business Combination Agreement (Zanite Acquisition Corp.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach or nonperformance of any representation, warranty, covenant or other agreement contained in this AgreementAgreement or any other Transaction Document is the principal cause of the failure of the Closing to occur.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Alternus Clean Energy, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s material breach of this Agreement, which breach causes such condition (or any other condition for the benefit of such party) not to be satisfied. In addition, no party may assert against the other party the failure of the condition set forth in Section 7.3(f) (or that such condition is not capable of being satisfied) earlier than March 29, 2018.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jack in the Box Inc /New/)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to use its commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereby, as required by and subject to Section 7.4.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the parties may rely on the failure of any condition set forth in this Article VII ARTICLE V to be satisfied if such failure was caused by the failure of such party’s party to act in good faith or by the material breach of this AgreementAgreement by such party.
Appears in 1 contract
Samples: Joint Venture Agreement
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by the failure of such party’s breach of Party to comply with its obligations set forth in this Agreement or the Separation Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this AgreementParty's failure to act in good faith or to use all commercially reasonable efforts to cause the Closing to occur, as required by Section 6.02.
Appears in 1 contract
Frustration of Closing Conditions. No party Neither Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreementfailure to act in good faith or to comply with its obligations to cause the Closing to occur.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (BAKER HUGHES a GE Co LLC)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VI to be satisfied if such failure was caused by such partyParty’s breach of this Agreement, including any obligations under Section 4.9.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely on or assert the failure of any condition set forth in this Article VII to be satisfied 2 if such failure results from or was caused by such partyParty’s breach failure to comply with any provision of this AgreementAgreement (other than, for the avoidance of doubt, the failure of the Company to comply with the obligations set forth in Section 7.02(d), which shall not be taken into account for purposes of this Section 2.04).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Tradeweb Markets Inc.)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII to be satisfied satisfied, if such failure was caused by such party’s breach failure to comply with any provision of this Agreement.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (KAMAN Corp)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied if such failure was caused by such party’s breach failure to comply with any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any a condition set forth in this Article VII to be satisfied VI if such the failure of the condition was caused by such party’s breach the failure to comply with any provision of this AgreementAgreement by the party intending to rely on failure of the condition.
Appears in 1 contract
Samples: Merger Agreement (Chicos Fas Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of failure to comply with or use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 5.02.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused primarily by such party’s breach of this Agreementbreach.
Appears in 1 contract
Frustration of Closing Conditions. No party None of the Parties may rely rely, either as a basis for not consummating the Closing or terminating this Agreement in accordance with Article VII, on the failure of any condition set forth in this Article VII VI to be satisfied satisfied, if such failure was caused by in whole or in part by, or resulted in whole or in part from, such partyParty’s or any Affiliate of such Party’s breach of this Agreement, including any failure to perform any of its obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Global Business Travel Group, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied to excuse such Party’s obligation to consummate the transactions contemplated hereby if such failure was caused by such partyParty’s breach failure to use the standard of efforts required from such Party to consummate the transactions contemplated by this Agreement, including as required by and subject to Section 6.5.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Walter Investment Management Corp)
Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of this Agreementits own obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bridge Investment Group Holdings Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII IX to be satisfied if such failure was caused by such partyParty’s breach of its obligations to consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Neither Party may rely on the failure of any condition set forth in this Article VII to be satisfied VII, if such failure was caused by such partyParty’s breach failure to comply with any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this 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 6.4. Stock Purchase Agreement.
Appears in 1 contract
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreementfailure to use efforts to cause the Closing to occur as required by Section 5.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marvell Technology Group LTD)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such party’s obligation to effect the Closing if such failure was caused by such party’s breach of a covenant or agreement in this AgreementAgreement by such party.
Appears in 1 contract
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied VII, if such failure was caused by such partyParty’s intentional breach of any provision of this Agreement.
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Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII ARTICLE VIII to be satisfied if such failure was caused by such party’s breach of this Agreement, including failure to use the required efforts standard as may be expressly set forth herein to cause the Closing to occur, as required by Section 7.03, or to satisfy its obligations under Section 7.04 or Section 7.05.
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Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of this Agreement's failure to use its own commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereunder.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article ARTICLE VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was principally caused by such partyParty’s breach of a covenant, agreement, representation or warranty of this AgreementAgreement by such Party.
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Samples: Merger Agreement (United Rentals North America Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII VIII to be satisfied if such failure was caused by such partyParty’s breach of this Agreement.
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Samples: Merger Agreement (InterPrivate II Acquisition Corp.)
Frustration of Closing Conditions. No party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party’s breach of 's failure to use reasonable efforts to consummate the transactions contemplated by this Agreement.
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Samples: Asset Purchase and Membership Interest Agreement (Matthews International Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure to (a) act in good faith, or (b) take any action required in accordance with this Agreement.
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Frustration of Closing Conditions. No party Neither Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was were caused by such partyParty’s breach of failure to comply with its obligations under this Agreement.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 2 to be satisfied satisfied, either as a basis for not consummating the Transactions or for terminating this Agreement and abandoning the Transactions, if such failure was caused by primarily due to the failure of such party’s Party to perform, or breach of, any of its obligations under this AgreementAgreement in accordance with their terms.
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Samples: Merger Agreement (Compass, Inc.)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such partyParty’s breach of this Agreement, including its failure to use commercially reasonable efforts to cause the Closing to occur, as required by Section 6.3.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII 8 to be satisfied if such failure was caused by such partyParty’s breach failure to use the requisite standard of this Agreementefforts to cause the Closing to occur as required by Section 7.4.
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Samples: Merger Agreement (SYNAPTICS Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII II to be satisfied if such failure was caused by such partyParty’s breach failure to act in compliance with the provisions of this Agreement.
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Samples: Membership Interest Purchase Agreement (Tenneco Inc)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied Section 3.3 if such Party’s failure was caused by such party’s breach to comply with any provision of this AgreementAgreement is the proximate cause of such failure of such condition.
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Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach failure to perform any of its obligations under this Agreement.
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Samples: Membership Interest Purchase Agreement (Clearwater Paper Corp)
Frustration of Closing Conditions. No party Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such partyParty’s breach of failure to use the efforts required in this AgreementAgreement to cause the Closing to occur, including as required by Section 6.4.
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Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in this Article VII 7 to be satisfied if such failure was caused by such party’s breach 's failure to perform any of its obligations under this AgreementAgreement as and when required.
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Samples: Merger Agreement (Bidz.com, Inc.)
