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.
Appears in 4 contracts
Samples: Lease Sale Agreement, Lease Sale Agreement, Lease Sale Agreement
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers 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, this Article VII to be satisfied if such failure was primarily caused by such Party’s or its Affiliate’s Affiliates’ failure to use its reasonable best efforts to satisfy comply with the conditions to the consummation terms of the transactions contemplated hereby or by any other breach by such Party or its Affiliates hereunderthis Agreement in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Christopher & Banks Corp), Asset Purchase Agreement (RTW Retailwinds, Inc.), Asset Purchase Agreement (RTW Retailwinds, Inc.)
No Frustration of Closing Conditions. Neither Buyer Purchaser nor Seller may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby as set forth in Section 14(a) Sections 10.1, 10.2 or Section 14(b)10.3, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s party's failure to use its commercially reasonable best efforts to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 2 contracts
Samples: Contribution and Purchase Agreement (Tecumseh Products Co), Contribution and Purchase Agreement (Tecumseh Products Co)
No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby set forth in Section 14(a) 3.1, Section 3.2 or Section 14(b)3.3, 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 commercially reasonable efforts, with respect to those matters contemplated by the applicable Sections of this Agreement) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Vca Antech Inc)
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby set forth in Section 14(a) 7.1 or Section 14(b)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 reasonable best efforts or commercially reasonable efforts, as applicable, with respect to those matters contemplated by the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby set forth in Section 14(a) 7.1 or Section 14(b)7.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s Affiliates’ failure to use its reasonable best efforts (or best efforts or commercially reasonable efforts, as applicable) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 1 contract
Samples: Transaction Agreement (Solutia Inc)
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in Section 14(a) 7.2 or Section 14(b)7.3, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty, or its Affiliates covenant hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Southeastern Grocers, Inc.)
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) 7.1 or Section 14(b), 7.2 as the case may be, to be satisfied if such failure was primarily caused by such Party’s or its Affiliate’s failure to use perform 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 obligations hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby Contemplated Transactions set forth in Section 14(a) 7.1 or Section 14(b)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 best efforts with respect to those matters contemplated by the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby Contemplated Transactions or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby Contemplated Transactions set forth in Section 14(a) 7.1 or Section 14(b)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 best efforts with respect to those matters contemplated by the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby Contemplated Transactions or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Priority Technology Holdings, Inc.)
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(a12(a) or Section 14(b12(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.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Frustration of Closing Conditions. Neither Buyer nor Seller may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby set forth in Section 14(a) 7.1 or Section 14(b)7.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliate’s 's failure to use its commercially reasonable best efforts to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach by such Party of a representation, warranty or its Affiliates covenant hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby Transaction set forth in Section 14(a) 7.1 or Section 14(b)7.2, as the case may be, to be satisfied if such failure was primarily caused by such Party’s or its Affiliate’s failure to use perform 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 obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in Section 14(a) 7.1 or Section 14(b)7.2, as the case may be, to be satisfied if such failure was primarily caused by such Party’s or its Affiliate’s Affiliates’ failure to use its reasonable best efforts to satisfy comply with the conditions to the consummation terms of the transactions contemplated hereby or by any other breach by such Party or its Affiliates hereunderthis Agreement in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby hereby, as set forth respectively in Section 14(a) or Section 14(b), as the case may beArticle 7 and Article 8, to be satisfied if such failure was caused by such Party’s or its Affiliate’s Affiliates’ (i) failure to use its reasonable best efforts to satisfy the conditions to the consummation condition(s) at issue, or (ii) breach of the transactions contemplated hereby a representation, warranty, or by any other breach covenant made by such Party or its Affiliates hereunderherein.
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No Frustration of Closing Conditions. Neither Buyer nor Seller Sellers 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement