Common use of No Frustration of Closing Conditions Clause in Contracts

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.

Appears in 1 contract

Samples: Master Acquisition Agreement (Esterline Technologies Corp)

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No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition to its obligation their respective obligations to consummate the transactions contemplated hereby set forth in Section 7.1 7.2 or Section 7.27.3, 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 Commercially Reasonable Effortsreasonable best efforts (or best efforts, with respect to those matters as contemplated by Section 5.1, Section 5.2 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.. 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 its obligation to consummate the transactions contemplated hereby set forth in Section 7.1 5.01 or Section 7.25.02, as the case may bemaybe, to be satisfied if such failure was caused by such Party’s or its Affiliateparty’s failure to use its Commercially Reasonable Effortsreasonable best efforts or commercially reasonable efforts, as applicable, with respect to those matters as contemplated by Section 5.1the applicable Sections of this Agreement to satisfy the conditions to the consummation of the Contemplated Transaction or other breach of a representation, Section 5.2 and Section 5.3, respectively, as applicable) warranty or by any failure to comply in all material respects with any other covenant hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Enservco Corp)

No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition to its obligation their respective obligations to consummate the transactions contemplated hereby Transactions set forth in Section 7.1 ‎Section 7.1, ‎Section 7.2 or Section 7.2, ‎Section 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 Commercially Reasonable Efforts, with respect commercially reasonable efforts (or such other applicable efforts standard expressly contemplated hereby) to those matters as contemplated by Section 5.1, Section 5.2 and Section 5.3, respectively, as applicable) satisfy the conditions to the consummation of the Transactions 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: Asset Purchase Agreement (Sequential Brands Group, Inc.)

No Frustration of Closing Conditions. Neither Buyer Buyers nor Sellers may rely on the failure of any condition to its obligation their respective obligations 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 Affiliates’ failure to use its Commercially Reasonable Efforts, with respect reasonable best efforts (or such other applicable efforts standard expressly contemplated hereby) to those matters as satisfy the conditions to the consummation of the transactions contemplated by Section 5.1, Section 5.2 and Section 5.3, respectively, as applicable) 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: Asset Purchase Agreement

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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 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 Effortsreasonable best efforts or commercially reasonable efforts, as applicable, with respect to those matters as contemplated by Section 5.1the applicable Sections of this Agreement to satisfy the conditions to the consummation of the transactions contemplated hereby or other breach of a representation, Section 5.2 and Section 5.3, respectively, as applicable) warranty or by any failure to comply in all material respects with any other covenant hereunder.

Appears in 1 contract

Samples: Accounts Receivable Purchase Agreement

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, ATI-2587197v29 65 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.

Appears in 1 contract

Samples: Master Acquisition Agreement (Esterline Technologies Corp)

No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition to its obligation their respective obligations 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 Affiliates’ failure to use its Commercially Reasonable Efforts, with respect reasonable best efforts (or such other applicable efforts standard expressly contemplated hereby) to those matters as satisfy the conditions to the consummation of the transactions contemplated by Section 5.1, Section 5.2 and Section 5.3, respectively, as applicable) 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: Asset Purchase Agreement (Aeropostale Inc)

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