No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in Section 14(a) or Section 14(b), as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s failure to use its reasonable best efforts to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party or its Affiliates hereunder.
No Frustration of Closing Conditions. None of the Company, the Independent Fiduciary or the Insurer may rely on the failure of any condition to its obligation to consummate the transactions contemplated hereby set forth in Section 8.01, 8.02 or 8.03, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ breach of its representations, warranties or covenants hereunder.
No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition to its obligation to consummate the transactions contemplated hereby set forth in Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s failure to use its Commercially Reasonable Efforts, with respect to those matters as contemplated by Section 5.1, Section 5.2 and Section 5.3, respectively, as applicable) or by any failure to comply in all material respects with any other covenant hereunder.
No Frustration of Closing Conditions. No Party may rely on the failure of any condition to the obligations of the other Parties, as set forth in Section 8.1, to be satisfied if such failure was primarily caused by such Party’s failure to perform its obligations hereunder.
No Frustration of Closing Conditions. Neither Buyer, Atlas or Seller may rely on the failure of any condition set forth in Section 7.1 or Section 7.2 to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to comply with the terms and conditions of this Agreement with respect to satisfying the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty or covenant hereunder.
No Frustration of Closing Conditions. None of Buyers or Sellers may rely on the failure of any condition to its obligation to consummate the transactions contemplated hereby set forth in Section 7(a) (other than Sections 7(a)(iii) and 7(a)(iv)) or Section 7(b) (other than Sections 7(b)(iii) and 7(b)(iv)), as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to satisfy the conditions to the consummation of the transactions contemplated hereby.
No Frustration of Closing Conditions. Neither Buyer nor Seller shall rely on the failure of any condition set forth in ARTICLE VII to be satisfied if such failure was primarily caused by the failure of Buyer or Seller, as the case may be, to perform any of its respective obligations under this Agreement.
No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in Section 20(a) or Section 20(b), as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s failure to use its reasonable best efforts (or other required standard of efforts as specifically set forth herein) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach hereunder. The Parties agree that neither the failure to obtain a court order nor any action with respect to a Competing Bid (as defined below), to the extent permitted hereunder, shall be deemed to be a failure to use the efforts required to satisfy the conditions to consummation of the transactions contemplated hereunder nor a breach hereunder.
No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such Party’s failure to act in good faith. Neither Buyer nor Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in this Article VII to be satisfied if such failure was primarily caused by such Party’s or its Affiliates’ failure to comply with the terms of this Agreement in all material respects.
No Frustration of Closing Conditions. Neither MOI nor SLH may rely on the failure of any condition to their respective obligations to consummate the Transactions set forth in Section 7.1 or Section 7.2, as the case may be, to be satisfied if such failure was primarily caused by such Party’s failure to perform its obligations hereunder.
