Common use of Conditions to All Parties’ Obligations Clause in Contracts

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members and Optionholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective Time: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated; (b) no injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members and Optionholders), the Purchaser and the Merger Sub Seller to consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective TimeClosing, any of which conditions may, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion, provided that such waiver shall only be effective as to the obligations of such party: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated; (b) no No injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (cb) this This Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation obligations of each of the Company, the Representative (on behalf of the Members Seller and Optionholders), the Purchaser and the Merger Sub Buyer to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective TimeClosing Date: (a) the The applicable waiting periods periods, if any, under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated; (b) no injunction, order, judgment, decision, determination, decree Except for any pending action or ruling shall have been issued, promulgated, enacted proceeding directly or enforced indirectly initiated by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of party asserting its right to not consummate the transactions contemplated herebyby this Agreement pursuant to this Section 2.01(b), and no action or proceeding before any Governmental Body court or government body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) All documentation required by the Lenders relating to the bifurcation of indebtedness owing by the Seller and the Company to the Lenders shall have been duly authorized, executed and delivered; such that after giving effect to such bifurcation, the Company’s Liabilities to the Lenders shall be limited to the Lenders Debt; and (cd) this This Agreement shall not have been validly terminated in accordance with Section 9.017.01(a).

Conditions to All Parties’ Obligations. The obligation obligations of each of the CompanyParent, the Representative (on behalf of the Members and Optionholders), the Purchaser MergerCo and the Merger Sub Company to consummate the transactions contemplated by Closing under this Agreement is are subject to the satisfaction (or, if permitted by applicable Laws, waiver by the party for whose benefit such condition exists in accordance with Section 11.1), at or prior to the extent permitted by LawClosing, waiver of all of the following conditions as of immediately prior to the Effective Timeconditions: (a) the The Transaction shall not be prohibited by any applicable waiting periods under Laws or Orders, and all necessary filings, if any, pursuant to the HSR Act or any Other Antitrust Regulation other applicable antitrust Laws shall have been made, all applicable waiting periods thereunder shall have expired or been terminated;terminated and all other authorizations, consents, orders, and approvals of Governmental Entities necessary for the consummation of the transactions shall be obtained. (b) no injunctionNo claim, orderaction, judgmentcause of action or suit, decisioninquiry, determination, decree proceeding or ruling investigation shall have been issued, promulgated, enacted instituted at or enforced prior to the Closing by any Governmental BodyEntity, and no other restraint or prohibition under Law shall have been issued or come into effect, restraining, enjoining or otherwise prohibiting the performance of relating to this Agreement or the Transaction, which is in effect and has the effect of making the Transaction illegal, otherwise restraining or prohibiting consummation of any of the transactions contemplated hereby, and no action Transaction or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent causing the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions Transaction to be rescinded; andrescinded following completion thereof. (c) this Agreement The Company shall not have obtained and delivered to Parent the Stockholder Consent from the Requisite Stockholders, which consent shall have been duly and validly terminated executed and delivered (and not withdrawn or revoked) in accordance with Section 9.01Delaware Law and the Organizational Documents of the Company.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members Seller and Optionholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective TimeClosing: (a) the applicable approvals and waiting periods under the HSR Act or and any Other Antitrust Regulation Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have expired been received and remain in effect (in the case of approvals) or expired, waived or been terminatedterminated (in the case of waiting periods); (b) no injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) the Escrow Agent will have duly executed and delivered the Escrow Agreement; and (cd) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members Seller and Optionholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective TimeClosing: (a) the applicable approvals and waiting periods under the HSR Act or and the Liquor License approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 3.03(a), any Other Antitrust Regulation extensions of such waiting periods, and any commitments by the parties not to close before a certain date under a timing agreement entered into with the applicable Governmental Body shall have expired or otherwise been terminated, or shall have been received, and remain in effect (in the case of approvals); (b) no final, binding and non-appealable injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, restraining, Body after the date hereof enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members Members, Optionholders and OptionholdersWarrantholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective Time: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Law, injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effect, Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each obligations of the Company, the Representative (on behalf of the Members and Optionholders), the Purchaser and the Merger Sub Parties to consummate the transactions contemplated by this Agreement is Closing are subject to the satisfaction (or, to the extent if permitted by applicable Law, waiver by the party for whose benefit such condition exists) of the following conditions as of immediately or prior to the Effective TimeClosing Date: (a) the applicable waiting periods (and any extensions thereof), if any, under the HSR Act or any Other Antitrust Regulation shall will have expired or been terminated; (b) no temporary or permanent restraining order, preliminary or permanent injunction, orderOrder, judgment, decision, determination, decree judgment or ruling shall have been issuedenacted, promulgated, enacted issued, entered, amended or enforced by any Governmental Body, and no other restraint or prohibition under Law shall have been issued or come into effectBody will be in effect enjoining, restraining, enjoining preventing or otherwise prohibiting consummation of the performance of this Agreement Closing or the other transactions contemplated hereby or making the consummation of any of the Closing or the other transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of hereby illegal; (c) this Agreement or will not have been terminated in accordance with Section 8.01; (d) the consummation Receiver’s approval of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedshall have been received and not revoked; and (ce) this Agreement to the extent that a Receivership Required Consent is required to be obtained, such Receivership Required Consent shall not have been validly terminated in accordance with Section 9.01received and not revoked.