Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 18 contracts
Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Maxwell W Keith III), Merger Agreement (Via Renewables, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, as the case may be, 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 13 contracts
Samples: Merger Agreement (Q Power LLC), Merger Agreement (Stronghold Digital Mining, Inc.), Merger Agreement (Bitfarms LTD)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, 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 caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 8 contracts
Samples: Merger Agreement, Merger Agreement (Albertsons Companies, Inc.), Merger Agreement (Kroger Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, as the case may be, 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 7 contracts
Samples: Merger Agreement (Earthstone Energy Inc), Merger Agreement (Earthstone Energy Inc), Merger Agreement (Permian Resources Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, 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 caused by such party’s breach in any material respect of any provision of this AgreementAgreement contributed materially to such failure.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Merger Agreement (Evofem Biosciences, Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, as the case may be, 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 6 contracts
Samples: Merger Agreement (Bonanza Creek Energy, Inc.), Merger Agreement (Extraction Oil & Gas, Inc.), Merger Agreement (HighPoint Resources Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 8.2 or 7.38.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, 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 5 contracts
Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.), Merger Agreement (Vine Energy Inc.)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional breach in of any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Crestwood Equity Partners LP), Merger Agreement (Crestwood Equity Partners LP), Merger Agreement (Oasis Midstream Partners LP)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (EnerJex Resources, Inc.), Merger Agreement (Stratex Oil & Gas Holdings, Inc.), Merger Agreement (RICHFIELD OIL & GAS Co)
Frustration of Closing Conditions. None of the parties No party to this Agreement may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, Article 7 to be satisfied if such failure was caused in any material respect by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use the efforts to consummate the Merger and the other transactions contemplated hereby that are required by Article 6.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Armour Residential REIT, Inc.), Merger Agreement (Javelin Mortgage Investment Corp.), Merger Agreement (Annaly Capital Management Inc)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 4 contracts
Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Kansas City Southern)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Company Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 7.2, or 7.3, as the case may be, 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 3 contracts
Samples: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.1, 7.2 Section 7.2, or Section 7.3, as the case may be, to be satisfied if such failure was caused principally by such partyParty’s breach in failure to perform any material respect of any provision of its obligations under this Agreement.
Appears in 3 contracts
Samples: Transaction Agreement (New Whale Inc.), Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach failure to act in any material respect of any provision of this Agreementgood faith or to use reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Ps Business Parks, Inc./Md), Merger Agreement (QTS Realty Trust, Inc.), Merger Agreement (GPT Operating Partnership LP)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.16.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was proximately caused by a material breach of this Agreement by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Subscription Agreement (Full Circle Capital Corp), Subscription Agreement, Subscription Agreement
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, 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 breach in any material respect of any provision covenant of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (SRC Energy Inc.), Merger Agreement (Resolute Energy Corp), Merger Agreement (Cimarex Energy Co)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, 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 caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Ellington Financial Inc.), Merger Agreement (Arlington Asset Investment Corp.), Merger Agreement (Ellington Financial Inc.)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, 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 caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (SmartStop Self Storage, Inc.)
Frustration of Closing Conditions. None of the parties hereto may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.16.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby, as required by and subject to Section 5.6.
Appears in 2 contracts
Samples: Merger Agreement (Gemstar Tv Guide International Inc), Merger Agreement (Macrovision Corp)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of any covenant or agreement of this Agreement in any material respect of any provision of this Agreementrespect.
Appears in 2 contracts
Samples: Merger Agreement (Aerojet Rocketdyne Holdings, Inc.), Merger Agreement (L3harris Technologies, Inc. /De/)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s 's breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Owens Realty Mortgage, Inc.), Merger Agreement (Two Harbors Investment Corp.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 8.1, 7.2 8.2 or 7.38.3, as the case may be, 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: Securities Purchase Agreement (WPX Energy, Inc.), Securities Purchase Agreement (WPX Energy, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for either not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Emerson Electric Co), Merger Agreement (National Instruments Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger, the Subsidiary Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Merger or the Subsidiary Merger, on the failure of any condition set forth in Section 7.19.1, 7.2 Section 9.2 or 7.3Section 9.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Canadian National Railway Co), Merger Agreement (Kansas City Southern)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, 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 caused by such party’s material breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (International Paper Co /New/), Transaction Agreement (Graphic Packaging Holding Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, as the case may be, 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 (Kimball International Inc), Merger Agreement (Kimball International Inc)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Integrated Mergers or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, as the case may be, 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 (Penn Virginia Corp), Merger Agreement (Lonestar Resources US Inc.)
Frustration of Closing Conditions. None of the parties No Party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 7.2, or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Western Asset Mortgage Capital Corp), Merger Agreement (Terra Property Trust, Inc.)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of this Agreementgood faith or to use reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Nexpoint Diversified Real Estate Trust), Merger Agreement (Nexpoint Diversified Real Estate Trust)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, as the case may be, 7.3 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 (Midstates Petroleum Company, Inc.), Merger Agreement (Amplify Energy Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 Section 7.2, or Section 7.3, as the case may be, 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 (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s breach failure to perform and comply in any material respect of any provision of with the covenants and agreements in this AgreementAgreement prior to the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Benefit Street Partners Realty Trust, Inc.), Merger Agreement (Capstead Mortgage Corp)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 8.01, 7.2 8.02 or 7.38.03, as the case may be, 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 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.. ARTICLE IX TERMINATION 9.1
Appears in 1 contract
Samples: Stock Purchase Agreement
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger Transactions or for terminating this AgreementAgreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.1Sections 8.1, 7.2 8.2 or 7.38.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.caused
Appears in 1 contract
Samples: Stock Investment and Subscription Agreement (FedNat Holding Co)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Mergers or for terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use all commercially reasonable efforts to consummate the Mergers and the other transactions contemplated hereby, as required by and subject to Section 5.5.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the First Merger, the Second Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such party’s Party's material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Sciences Corp)
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger Mergers or for the other transactions contemplated hereby or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, this Article VI to be satisfied if such failure was caused by such party’s breach 's failure to act in any material respect of any provision of this Agreementgood faith or to use reasonable best efforts to consummate the Mergers and the other transactions contemplated hereby.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or as a basis for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition conditions set forth in Section 7.17.1, 7.2 Section 7.2 or 7.3Section 7.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s Party's breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 7.1 or Section 7.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement was the cause of, or materially contributed to or resulted in such failure.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused caused, in whole or in part, by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transaction or for terminating this Agreement, 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 caused by such partyParty’s breach in any material respect of any provision representation, warranty, covenant or agreement set forth in this Agreement was the principal cause of this Agreementsuch failure.
Appears in 1 contract
Samples: Transaction Agreement
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.01, 7.2 Section 6.02 or 7.3Section 6.03, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of covenant or agreement set forth in this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the First Merger, the Second Merger or for the other transactions contemplated by this Agreement or terminating this AgreementAgreement and abandoning the Mergers, on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sra International, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition to its obligations to consummate the Merger set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may beapplicable, to be satisfied if such failure was caused by such party’s material breach in any material respect of any provision of this AgreementAgreement was the proximate cause of such failure.
Appears in 1 contract
Samples: Merger Agreement (Bazaarvoice Inc)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, 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 caused by such partyParty’s breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transaction or for terminating this Agreement, on the failure of any condition set forth in Section Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision representation, warranty, covenant or agreement set forth in this Agreement was the principal cause of this Agreementsuch failure.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger Arrangement or for terminating this AgreementAgreement and abandoning the Arrangement, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2, or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused principally by such partyParty’s breach in failure to perform any material respect of any provision of its obligations under this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 7.1(d) or Section 7.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger transactions contemplated hereby or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6, 7.2 7, 8 or 7.39, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penn National Gaming Inc)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, 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 caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1Articles VII, 7.2 VIII or 7.3IX, as the case may be, to be satisfied as a basis to terminate this Merger Agreement, if such failure was caused by such partyParty’s breach failure to act in any material respect of any provision of this Agreementgood faith or use commercially reasonable efforts to consummate the Closing and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Viasat Inc)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this AgreementMerger, 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 proximately caused by such partyParty’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Perspecta Inc.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1Sections 6.1, 7.2 6.2 or 7.36.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement.. ARTICLE VII TERMINATION 7.1
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Samples: Merger Agreement (Hni Corp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or as a basis for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition conditions 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 caused by such partyParty’s breach in any material respect of any provision of this AgreementAgreement or failure in any material respect to use the standard of efforts required from such Party to consummate the Merger and the other transactions contemplated hereby.
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Samples: Agreement and Plan of Merger (Stillwater Mining Co /De/)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this AgreementMerger, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, this Article VII to be satisfied if such failure was caused by such partyParty’s breach in any material respect of failure to comply with any provision of this Agreement.
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Samples: Agreement and Plan of Merger (First Majestic Silver Corp)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.37.2(d), as the case may be, to be satisfied if such failure was primarily caused by such party’s breach in any material respect of any provision covenant of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Energen Corp)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2, or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused principally by such partyParty’s breach in failure to perform any material respect of any provision of its obligations under this Agreement.
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Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or breach in any material respect of any provision covenant or agreement of this Agreement.
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Frustration of Closing Conditions. None of the parties No Party to this Agreement may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.1, 7.2 Sections 6.1 or 7.36.2, as the case may be, to be satisfied if such failure was caused by such partyParty’s material breach in any material respect of any provision the terms of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Perspective Therapeutics, Inc.)
Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
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Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, Sections 7.1 or 7.2 or 7.3Exhibit A, as the case may be, to be satisfied if such failure was caused by such partyParty’s (or, in the case of Lion, a New Topco Party’s) breach in any material respect of any provision representation, warranty, covenant or agreement set forth in this Agreement was the principal cause of this Agreementsuch failure.
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Samples: Transaction Agreement (Livent Corp.)
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger Transactions or for terminating this Agreement, on the failure of any condition set forth in Section 7.18.1, 7.2 8.2 or 7.38.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Occidental Petroleum Corp /De/)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger (except to the extent otherwise required by any Legal Restraint) or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision covenant or agreement of this AgreementAgreement shall have been the proximate cause of the failure of such condition.
Appears in 1 contract
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (CST Brands, Inc.)
Frustration of Closing Conditions. None of the parties No Party may rely, either as a basis for not consummating the Merger or for terminating this Agreement, rely on the failure of any condition set forth in Section 7.18.1, 7.2 Section 8.2 or 7.3Section 8.3, as the case may be, to be satisfied either as a basis for not consummating the Sale or any of the other transactions contemplated by this Agreement, or as a basis for terminating this Agreement, if such failure was caused by such partyPerson’s breach or its Affiliates’ failure to act in any material respect of any provision of good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.. ARTICLE IX TERMINATION 9.1
Appears in 1 contract
Samples: Equity Interest Purchase Agreement
Frustration of Closing Conditions. None of Notwithstanding anything in this Agreement to the parties contrary, neither party may rely, either as a basis for not consummating the Merger or for terminating terminate this Agreement, Agreement by relying on the failure of any condition set forth in Section 7.1, 7.2 7.1 or 7.37.2, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of failure to comply with any provision of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Frustration of Closing Conditions. None of the parties Parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.19.1, 7.2 Section 9.2 or 7.3Section 9.3, as the case may be, to be satisfied if such failure was caused by such partyParty’s breach in any material respect of any provision of this Agreement, including to use its reasonable best efforts to consummate the Transactions as required by and subject to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (National Western Life Group, Inc.)
Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was primarily caused by such party’s breach of any covenant or agreement of this Agreement in any material respect of any provision of this Agreementrespect.
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Frustration of Closing Conditions. None of the parties No party hereto may rely, either as a basis for not consummating the Merger or for terminating this AgreementAgreement and abandoning the Merger, on the failure of any condition set forth in Section 7.16.1, 7.2 Section 6.2 or 7.3Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s 's breach in any material respect of any provision covenant or agreement of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Interactive Intelligence Group, Inc.)
Frustration of Closing Conditions. None of the parties No party to this Agreement may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied satisfied, if such failure was caused by such party’s breach in any material respect of any provision of this AgreementAgreement or failure to use commercially reasonable efforts to cause such condition to be satisfied.
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