No Frustration of Closing Conditions. 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 Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s or its 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 of a representation, warranty, or covenant hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Southeastern Grocers, Inc.)
No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby Transactions set forth in Section Section 7.1, Section 7.2 or Section 7.3, Section 7.3 as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, with respect to those matters efforts (or such other applicable efforts standard expressly contemplated by Section 5.1(c) or Section 5.5, respectively, as applicablehereby) to satisfy the conditions to the consummation of the transactions contemplated hereby Transactions or by any other breach of a representation, warranty, or covenant hereunder.. ARTICLE VIII
Appears in 1 contract
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.)
No Frustration of Closing Conditions. Neither Buyer nor 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 7.2 5.01 or Section 7.35.02, as the case may bemaybe, to be satisfied if such failure was caused by such Partyparty’s or its Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, as applicable, with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable) the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby Contemplated Transaction or by any other breach of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)
No Frustration of Closing Conditions. Neither Buyer Buyers nor Sellers may rely on the failure of any condition to their respective obligations to consummate the transactions contemplated hereby set forth in Section 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts (or (commercially reasonable efforts, with respect to those matters such other applicable efforts standard expressly contemplated by Section 5.1(c) or Section 5.5, respectively, as applicablehereby) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Frustration of Closing Conditions. 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 Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts (or (commercially reasonable best efforts, with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable5.3) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty, or covenant hereunder.. ARTICLE VIII
Appears in 1 contract
Samples: Asset Purchase Agreement (Village Super Market Inc)
No Frustration of Closing Conditions. Neither Buyer nor 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 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ Affiliate’s failure to use its reasonable best efforts or (commercially reasonable effortsCommercially Reasonable Efforts, ATI-2587197v29 65 with respect to those matters as contemplated by Section 5.1(c) or 5.1, Section 5.55.2 and Section 5.3, respectively, as applicable) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any failure to comply in all material respects with any other breach of a representation, warranty, or covenant hereunder.
Appears in 1 contract
Samples: Master Acquisition Agreement (Esterline Technologies Corp)
No Frustration of Closing Conditions. Neither Buyer Buyer, on the one hand, nor Sellers Sellers, on the other hand, may rely on the failure of any condition to their respective obligations its obligation to consummate the transactions contemplated hereby set forth in Section 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, as applicable, with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable) the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor 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 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ Affiliate’s failure to use its reasonable best efforts or (commercially reasonable effortsCommercially Reasonable Efforts, with respect to those matters as contemplated by Section 5.1(c) or 5.1, Section 5.55.2 and Section 5.3, respectively, as applicable) to satisfy the conditions to the consummation of the transactions contemplated hereby or by any failure to comply in all material respects with any other breach of a representation, warranty, or covenant hereunder.
Appears in 1 contract
Samples: Master Acquisition Agreement (Esterline Technologies Corp)
No Frustration of Closing Conditions. Neither Buyer nor Sellers 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 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ 's 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) efforts to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor 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 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, as applicable, with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable) the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby or by any other breach of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
No Frustration of Closing Conditions. Neither Buyer nor Sellers 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 7.2 7.1 or Section 7.37.2, as the case may be, to be satisfied if such failure was caused by such Party’s or its Affiliates’ failure to use its reasonable best efforts or (commercially reasonable efforts, efforts with respect to those matters contemplated by Section 5.1(c) or Section 5.5, respectively, as applicable) 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 of a representation, warranty, warranty or covenant hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement