Conditions of Purchasers. The obligations of Purchasers to effect the transaction contemplated by this Agreement shall be subject to the fulfillment at or prior to the time of Closing of each of the following items which are conditions to the Closing:
Conditions of Purchasers. Obligations at the Closing. The obligations of the Purchasers to the Company under this Agreement are subject to the fulfillment, concurrently with or prior to the Closing, of each of the following conditions, unless otherwise waived in writing by the Purchasers purchasing a majority of the Series BB Preferred Stock:
Conditions of Purchasers. Obligation
Conditions of Purchasers. 27 ------------------------
Conditions of Purchasers. Obligations at the Initial and Subsequent Closings. The obligations of each Initial Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Initial Closing of each of the following conditions set forth in Sections 4.1 through 4.10 hereunder, unless otherwise waived in writing by such Initial Purchaser. The obligations of TSG (as defined below), in its capacity as Subsequent Purchaser, to the Company under this Agreement are subject to the fulfillment, on or before the Subsequent Closing of each of the following conditions set forth in Section 4.1 through 4.12 hereunder, unless otherwise waived in writing by TSG. The obligations of Xxxxxx Xxxxxxx Strategic Partners Fund, L.P. ("Xxxxxx"), in its capacity as a Subsequent Purchaser, to the Company under this Agreement are subject to the fulfillment, on or before the Subsequent Closing of the conditions set forth in Sections 4.1 through 4.10, and Section 4.13, unless otherwise waived by Xxxxxx.
Conditions of Purchasers. Section 4.1. Conditions Precedent to Initial Purchase ...
Conditions of Purchasers. The obligations of the Company to carry out its obligations under this Agreement, are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
(a) The representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date.
(b) The Purchasers have performed and complied with all agreements and conditions contained herein required to be performed or complied with by them prior to or on the Closing Date.
(c) All corporate and other proceedings to be taken by the Purchasers and all waivers and consents to be obtained by the Purchasers and their subsidiaries in connection with the transactions contemplated hereby shall have been taken or obtained by the Purchasers and all documents incident thereto shall be satisfactory in form and substance to the Company and its counsel.
(d) No legal action or proceeding shall have been instituted or threatened seeking to restrain, prohibit, invalidate or otherwise affect the consummation of the transactions contemplated hereby.
Conditions of Purchasers. Notwithstanding any other provision of this Agreement, the obligations of Purchasers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions precedent, and if Purchasers terminate this Agreement prior to the Closing because any such condition is not so satisfied on or prior to the Outside Date, Purchasers shall have no liability hereunder except as otherwise set forth in Article VII:
(a) There shall not have been instituted or pending or threatened any Action (as hereinafter defined) by or before any court, arbitrator or governmental agency challenging Purchasers’ acquisition or Sellers’ sale of the Assets or the Business or otherwise seeking to restrain, prohibit or invalidate the consummation of the transactions contemplated hereby or seeking damages in connection therewith;
(b) The representations and warranties of Sellers in this Agreement shall be true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and Sellers shall have complied with all covenants and agreements and satisfied all conditions to be performed or satisfied by Sellers on or prior to the Closing Date;
(c) Any approval, consent or waiting period required by any governmental agency or authority necessary or material to the consummation of the transactions contemplated hereby shall have been obtained or expired, including, without limitation, any consents required from the Texas Alcoholic Beverage Commission in connection with the sale of the outstanding capital stock of Beverage Co. to Purchasers and of the California Department of Alcoholic Beverage Control in connection with the termination of HRP as a licensee under the San Francisco liquor license in connection with the SF Management Agreement;
(d) All necessary consents, assignments, approvals and authorizations from third parties or other persons, including, without limitation consents of the third parties to the Purchased Agreements, necessary for the consummation of the transactions contemplated hereby, shall have been obtained;
(e) All Liens on any of the Assets shall have been released;
(f) Sellers shall deliver to Purchasers each of the following:
(i) one or more stock certificates representing all of the issued and outstanding capital stock of Beverage Co., together with an executed stock power and assignment related thereto
(ii) an executed Assignment and Assumption Agreement,...
Conditions of Purchasers. The obligations of Purchasers to purchase and pay for the Securities at the Closing are subject to satisfaction or waiver of each of the following conditions precedent:
Conditions of Purchasers. Obligations at Closing. Purchasers' obligations at the Closing to deliver to the Company the consideration for the SDI Stock to be sold to Purchasers at such time shall be subject, as of the Closing, to the satisfaction of the following conditions:
