Common use of Frustration of Closing Conditions Clause in Contracts

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, if such failure was caused by such Party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2, or 9.3Section 7.3, as the case may be, to be satisfied, if such failure was caused by such Party’s breach of failure to perform any provision of this Agreementmaterial obligation required to be performed by it has been the primary cause of, or primarily results in, such failure.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, this Article 9 to be satisfied if such failure was caused by the failure of such Party’s breach of any provision of this AgreementParty to use its Reasonable Best Efforts to consummate the Merger and the other Transactions, as required by Section 10.3.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.110.1, 9.2 10.2 or 9.310.3, as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any Offer Condition or any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, Section 8.01 to be satisfied if such failure was caused by the failure of such Party’s breach party to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.17.1, 9.2 7.2 or 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts, as the case may be, to consummate the transactions contemplated by this Agreement, as required by and subject to Section 6.4, or otherwise by such Party’s breach of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1Section 8.01, 9.2 8.02 or 9.3, as the case may be, 8.03 to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement as required by and subject to Section 7.02.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3, as the case may be, Section 7.3 to be satisfied if such failure was caused by such Party’s breach failure to perform its obligations hereunder was a principal cause of any provision the failure of this Agreementsuch condition.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 14(e), 9.2 (f) or 9.3(g), as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 8.1 or 9.38.2, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1Section 10.1, 9.2 10.2, 10.3 or 9.310.4, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section ‎8.1, 9.2 Section ‎8.2 or 9.3Section ‎8.3, as the case may be, 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 of any provision of or its Affiliates’ failure to act in good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Article 9, 9.2 Article 10 or 9.3Article 11, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 6.1 or 9.3Section 6.2, as the case may be, to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such Party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.01 or 9.3Section 8.02, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of of, or failure to comply with, any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections Section 9.1, 9.2 9.2, or 9.3, as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 10.1, 9.2 10.2 or 9.310.3, as the case may be, to excuse it from consummating the Contemplated Transactions if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section ‎8.1, 9.2 Section ‎8.2 or 9.3Section 8.3, as the case may be, 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 of any provision of or its Affiliates’ failure to act in good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, to be satisfied if such failure was primarily caused by such Party’s material breach of any provision its obligations to consummate the transactions contemplated by this Agreement as required by the provisions of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections Section 9.1, 9.2 or 9.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3Section 8.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of failure to comply with any provision provisions of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3Section 7.3, as the case may be, to be satisfied if such failure was to any extent caused by such Partyparty’s breach of any provision of failure to comply with its obligations pursuant to this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 7.1 or 9.3Section 7.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.17.1, 9.2 7.2 or 9.37.3, as the case may be, to be satisfied, if such failure was caused by such Party’s breach of failure to perform any provision of material obligation required pursuant to this AgreementAgreement to be performed by it has been the primary cause of, or primarily results in, such failure.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.18.1, 9.2 or 9.3, 8.2 and 8.3 as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision provisions of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, 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 of any provision of or its Affiliates’ failure to act in good faith or to use the efforts to cause the Closing to occur that are required by this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, Section 8.01 to be satisfied if such failure was caused by the failure of such Party’s breach party to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 10.1, 9.2 10.2 or 9.310.3 hereto, as the case may be, to excuse it from consummating the Contemplated Transactions if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 8.2 or 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision party's failure, subject to the terms and conditions of this Agreement, to use reasonable efforts to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 9.2, 9.3 or 9.39.4, as the case may be, if such failure was caused by such Partyparty’s failure to comply with or breach of any provision of this Agreement.. ARTICLE X TAXES 10.1

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 11.1, 9.2 Section 11.2, Section 11.3 or 9.3Section 11.3(a)Section 11.4(a), as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreementfailure to use its reasonable best efforts to consummate the Transactions, as required by and subject to Section 9.16(c).

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 12.1, 9.2 Section 12.2 or 9.3Section 12.3, as the case may be, if such failure was caused by such Party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Articles ‎9, 9.2 ‎10 or 9.3‎11, as the case may be, if such failure was caused by such Party’s breach of material failure to comply with any provision of this Agreement. [Signature page follows.]

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Sections Section 9.1, Section 9.2 or 9.3Section 9.3 to be satisfied, as the case may be, if such failure was caused by such Partyparty’s breach of any provision of this Agreementfailure to comply with Section 7.6.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, if such failure was primarily caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1Section 6.1, 9.2 6.2 or 9.36.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.18.1, 9.2 8.2 or 9.38.3, as the case may be, to excuse it from consummating the Contemplated Transactions if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3Section 8.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 9.2, or 9.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with or breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 9.2, 9.3 or 9.39.4, as the case may be, if such failure was caused by such Partyparty’s failure to comply with or breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2, or 9.3Section 8.3, as the case may be, to refuse to consummate the transactions contemplated by this Agreement if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.17.1, 9.2 7.2 or 9.37.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 8.01(a), 9.2 ‎Section 8.01(b) or 9.3Section 8.01(c), as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach own failure to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3Section 7.3, as the case may be, to be satisfied if such failure was caused by due to the failure of such Party’s breach Party to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1Section 6.1, 9.2 Section 6.2 or 9.3Section 6.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this AgreementAgreement or by facts specific to such Party in relation to any such condition.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section ‎8.1 or 9.3Section ‎8.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the transactions contemplated by this AgreementAgreement as required by and subject to Section ‎7.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 or 9.3Section 7.2 and Section 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement, to act in good faith or to use its commercially reasonable efforts to consummate the transactions contemplated in this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 7.1 or 9.37.2 of this Agreement, as the case may be, if such failure was caused by such Party’s breach of 's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 8.2 or 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to use its reasonable best efforts to consummate the transactions contemplated by this AgreementAgreement as required by and subject to Section 6.1.

Frustration of Closing Conditions. No Party hereto may rely on the failure of any condition set forth in Sections 9.110.01, 9.2 10.02 or 9.310.03, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreement's failure to use its commercially reasonable efforts to consummate the Transactions, as required by and subject to Section 14.02.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 7.2 or 9.37.3, as the case may be, to be satisfied to excuse such party's obligation to effect the Mergers if such failure was caused caused, in whole or in part, by such Party’s party's breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 8.2 or 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of 's failure to use its reasonable best efforts to consummate the transactions contemplated by this AgreementAgreement as required by and subject to Section 6.1.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.110.1, 9.2 10.2 or 9.310.3, as the case may be, if such failure was caused by such Partyparty’s material breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.110.1, 9.2 10.2 or 9.310.3, as the case may be, if such failure was caused by such Party’s breach of party's failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 8.2 or 9.38.3, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of any provision failure, subject to the terms and conditions of this Agreement, to use reasonable efforts to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1Section 9.01, 9.2 Section 9.02 or 9.3Section 9.03, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreementfailure to comply with its obligations to consummate the Transactions, including Section 6.01.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3Section 8.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the transactions contemplated by this AgreementAgreement as required by and subject to Section 7.5.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 8.01(a), 9.2 Section 8.01(b) or 9.3Section 8.01(c), as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach own failure to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1‎Section 8.01, 9.2 ‎Section 8.02 or 9.3‎Section 8.03, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations under this Agreement., including ‎Section 5.05. ARTICLE 9

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, if such failure was caused by such Partyparty’s failure to comply with or breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, this Section 3.4 if such failure was caused by such Party’s breach of failure to comply with any provision of this AgreementAgreement is the proximate cause of such failure of such condition.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.18.1, 9.2 8.2 or 9.38.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision its obligations to consummate the purchase and sale of the Shares as required by the provisions of this Agreement, including Section 7.5 and Section 7.6.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3Section 7.3, as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.15.1, 9.2 5.2 or 9.35.3, as the case may be, to be satisfied to excuse it from its obligation to effect the First Closing, if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the Transactions to the extent required by this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3Section 7.3, as the case may beapplicable, to be satisfied if such failure was caused (i) by such Party’s breach failure to use its reasonable best efforts to consummate the Transactions, or (ii) due to the failure of such party to perform any provision of its other obligations under this Agreement, including for the avoidance of doubt those set forth in Section 6.4.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 9.1(d) or 9.3, as the case may be, if such failure was caused by such Party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2, or 9.3Section 8.3, as the case may be, to be satisfied or terminate this Agreement as a result of any such failure, if such failure was caused by primarily the result of such Party’s breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party party hereto may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 7.1 or 9.3Section 7.2, as the case may be, to be satisfied if such failure was caused by such Partyparty’s breach of failure to comply with any provision provisions of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, to be satisfied if such failure was caused by due to the failure of such Party’s breach Party to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any Offer Condition or any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, Section 8.01 to be satisfied if such failure was primarily caused by the material failure of such Party’s breach party to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No A Party may not rely on the failure of any condition set forth in Sections 9.1, 9.2 or -9.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply in any material way with any material provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, Section 9 of this Agreement if such failure was materially caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 6.1 or 9.3Section 6.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to use its commercially reasonable efforts to consummate the transactions contemplated herein or due to the failure of such Party to perform any provision of its other obligations under this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.17.1, 9.2 7.2 or 9.37.3, as the case may be, to be satisfied, if such failure was caused by such Party’s breach of failure to perform any provision of this Agreementmaterial obligation required to be performed by it has been the primary cause of, or primarily results in, such failure.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.110.1, 9.2 10.2 or 9.310.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, this Section 9 to be satisfied if such failure was caused by such Party’s breach of any provision of failure to use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur, including as required by Section 7.5, Section 7.6, Section 7.7 and Section 7.8.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1Section 8.1, 9.2 Section 8.2 or 9.3Section 8.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreementfailure to comply with its respective obligations to consummate the Transactions as required by Section 7.10.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, Section 9 if such failure was materially caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 or 9.3Section 7.2 and Section 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement., to act in good faith or to use its commercially reasonable efforts to consummate the transactions contemplated in this Agreement. ARTICLE VIII TAX MATTERS Section 8.1

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1‎9.1, 9.2 ‎9.2 or 9.3‎9.3, as the case may be, if such failure was caused by such Party’s 's breach of any provision of this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3, as the case may beSection 8.2, if such failure was caused by such Party’s breach of any provision of failure to comply with this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3Section 8.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of failure to comply with any provision provisions of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1Section 8.01, 9.2 8.02 or 9.3, as the case may be, 8.03 to be satisfied if such failure was caused by by, or resulted from, such Party’s breach of any provision of failure to act in good faith or use its reasonable best efforts to consummate the transactions as required by this Agreement.

Frustration of Closing Conditions. No Party hereto may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section 8.1 or 9.3Section 8.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the transactions contemplated by this Agreement as required by, and subject to, this Agreement.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 Section 7.2 or 9.3Section 7.3, as the case may be, to be satisfied to excuse such Party’s obligation to effect the transactions contemplated by this Agreement if such failure was caused by such Party’s breach failure to use the standard of any provision of efforts required from such Party to consummate the transactions contemplated by this Agreement, including as required by and subject to Section 5.5.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1Section 10.1, 9.2 10.2 or 9.310.3, as the case may be, if such failure was caused by such Partyparty’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.17.1, 9.2 or 9.37.2 and 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreement's failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1‎Section 8.01, 9.2 ‎Section 8.02 or 9.3‎Section 8.03, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations under this Agreement, including ‎Section 5.05.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 Section ‎7.1 or 9.3Section ‎7.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of failure to comply with its obligations to consummate the transactions contemplated by this Agreement.

Frustration of Closing Conditions. No Neither Party may rely on the failure of any condition set forth in Sections 9.1Section 7.1, 9.2 7.2 or 9.37.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach failure to perform any of any provision of its obligations under this Agreement.

Frustration of Closing Conditions. No Party None of the Parties may rely on the failure of any condition set forth in Sections Section 9.1, Section 9.2 or Section 9.3, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.

Frustration of Closing Conditions. No Party party may rely on the failure of any condition set forth in Sections 9.1, 9.2 ‎Section 10.1 or 9.3‎Section 10.2, as the case may be, to be satisfied if any such failure was caused by such Partyparty’s breach of of, or failure to comply with, any provision of this Agreement.

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 9.1 or 9.39.2, as the case may be, if such failure was caused by such Party’s breach of failure to comply with any provision of this Agreement.