Common use of Frustration of Conditions Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party No party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) party’s failure to comply with act in good faith or perform any of to use its covenants or obligations set forth in reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement.

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no No Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) Party’s failure to comply with act in good faith or perform any of to use its covenants or obligations set forth in reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement.

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party No party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) party's failure to comply with act in good faith or perform any of to use its covenants or obligations set forth in reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement.

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party No party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) party’s failure to comply with act in good faith or perform any of to use its covenants or obligations set forth in reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement.. -53- TABLE OF CONTENTS (continued) Page

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

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

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

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

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI VII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement. In addition to the foregoing, from and after the First Closing, Purchaser, as the controlling shareholder of the Company, may not cause the Company to breach its obligations to consummate the Second Closing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no No Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) Party’s failure to comply with or perform any of its covenants or obligations set forth in use the efforts required pursuant to this AgreementAgreement to cause the Closing to occur.

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

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

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

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

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

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI XII to be satisfied if such failure was primarily caused by the failure of such Party or its Affiliates (including, with respect to the Purchaser, Pubco or the Merger Subs, or with respect to the Company, any Target Company or Company Stockholderthe Major Shareholders) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

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

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

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

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

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was proximately caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement, including a breach of such Party’s obligations to use its commercially reasonable efforts to cause the Closing to occur as required by Section 5.9.

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

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