Common use of Conditions to Obligations of the Sellers Clause in Contracts

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers in their sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Closing. The Buyer shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Sellers shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Sellers.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers Seller Parent in their its sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement Article IV shall be true and correct both when made as of the date hereof and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Closing. Material Adverse Effect. (b) The Buyer shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. . (c) The Sellers Seller Parent shall have received from a certificate, dated as of the Buyer a certificate to Closing Date and duly executed by an authorized officer of the effect Buyer, certifying that the conditions set forth in the preceding sentences, signed by a duly authorized officer thereofSection 6.2(a) and Section 6.2(b) have been satisfied. (b) The Sellers shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Sellers.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment, satisfaction (or waiver) at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in writing by the Sellers in their sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement herein shall be true and correct both when in all material respects on the date hereof and on and as of the Closing Date (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth in such representation or warranty), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or in the case of representations and warranties that are warranty is made as of a specified date, in which case such representations and warranties representation or warranty shall be have been true and correct in all material respects as of such specified date, in each case except where the failure to be so true and correct date (without giving effect to any limitation or qualification as to “"materiality” (including the word “material”) " or “"Material Adverse Effect” " set forth thereinin such representation or warranty); (b) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Closing. The Buyer shall have performed in all obligations material respects its obligations, covenants and agreements and complied with all covenants and conditions required by under this Agreement required to be performed or complied with by it at or prior to or at the Closing. The Sellers Closing pursuant to the terms hereof; (c) Buyer shall have received from the Buyer delivered to Sellers a certificate reasonably requested by Sellers, dated as of the Closing and executed by an officer of such entity; and (d) Buyer shall have delivered to the effect Sellers or their Affiliates those items set forth in the preceding sentences, signed by a duly authorized officer thereofSection 2.6 hereof. (b) The Sellers shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Sellers.

Conditions to Obligations of the Sellers. The obligations obligation of Sellers to effect the sale of the Sellers to consummate the transactions Acquired Assets contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Sellers in their sole discretion: (a) The there shall not have been any breach by either Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which are not reasonably expected to have a material adverse effect; each of the representations and warranties of the Buyer Buyers contained in this Agreement shall be true and correct both when on the Closing Date as though made and on the Closing Date (except to the extent that any such representation or warranty speaks as of the Closing Datea particular date shall speak only as of such date), or in the case other than breaches of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would notwhich, individually or in the aggregate, are not reasonably be expected to have a material adverse effect on Material Adverse Effect; (b) the ability of the Buyer to consummate the Closing. The Buyer shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate from an authorized officer of the Buyers, dated as of the Closing Date, to the effect that, to the best of such officer’s knowledge, the conditions set forth in the preceding sentences, signed by a duly authorized officer thereof.Section 8.3(a) have been satisfied; and (bc) The Sellers each Seller shall have received an executed counterpart of each of the Ancillary Agreements, signed other items to be delivered to it pursuant to Section 4.4. Any condition specified in this Section 8.3 may be waived by each party other than the Sellers; provided that no such waiver shall be effective against either Seller unless it is set forth in writing executed by such Seller.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers Seller Parent in their its sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “"materiality” " (including the word “"material”") or “"Buyer Material Adverse Effect” " set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the ClosingMaterial Adverse Effect. The Buyer shall have have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Buyer shall have paid or otherwise satisfied all Cure Claims in respect of each Transferred Contract that is a Designated Contract. (c) The Sellers shall have received an executed counterpart of each of the Ancillary Agreementsdocument listed in Section 2.9(c)), signed by each party other than the SellersSellers (to the extent applicable).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers Seller Parent in their its sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Buyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the ClosingMaterial Adverse Effect. The Buyer shall have have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Buyer shall have paid or otherwise satisfied all Cure Claims in respect of each Transferred Contract that is a Designated Contract. (c) The Sellers shall have received an executed counterpart of each of the Ancillary Agreementsdocument listed in Section 2.9(c)), signed by each party other than the SellersSellers (to the extent applicable).

Conditions to Obligations of the Sellers. The obligations obligation of each of the Sellers to consummate effect the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment, at satisfaction or prior waiver delivered to the Closing, Purchaser of each of the following conditions, any of which may be waived in writing by the Sellers in their sole discretionconditions precedent: (a) The representations and warranties of the Buyer contained Purchaser set forth in this Agreement and the Purchaser Documents that are qualified as to materiality shall be true and correct both when made and the representations and warranties of the Purchaser that are not qualified as to materiality shall be true and correct in all material respects, in each case, as of the Closing Dateas though made as of the Closing; provided that, to the extent that any such representation or in the case of representations and warranties that are made warranty speaks as of a specified date, such representations and warranties shall it need only be true and correct as of such specified date, in each case except where the failure to be so true and correct . (without giving effect to any limitation or qualification as to “materiality” (including the word “material”b) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Closing. The Buyer Purchaser shall have performed all obligations and agreements and complied with in all material respects its agreements and covenants and conditions (in each case, disregarding any materiality qualifiers contained therein) required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. The Sellers shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (bc) The Sellers Purchaser shall have received an executed counterpart of each and delivered their respective Purchaser Documents and provided the Sellers the items listed in Section 9.2(b). (d) The Purchaser shall have wired the balance of the Ancillary Agreements, signed by each party other than Purchase Price to be paid at the Closing to the Sellers. (e) The Monetary Lien Condition has been, or simultaneously with the Closing will be, satisfied.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers Representative in their its sole discretion: (a) The representations and warranties of the Buyer contained in this Agreement shall or any Ancillary Agreement or any certificate delivered pursuant hereto will be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall will be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) ” or “Buyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the material. Buyer to consummate the Closing. The Buyer shall will have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall will have received from the Buyer a certificate to the effect set forth in the preceding sentences, sentences signed by a duly authorized officer thereof. (b) The Sellers shall will have received an executed counterpart of each of the Ancillary Agreements, signed by each party thereto other than the Sellers.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, at or prior to the Closing, of each of the following further conditions, any of which may be waived in writing by the Sellers in their sole discretion: (a) The representations and warranties of the Buyer contained made in this Agreement shall be true and correct both when correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate except, in both cases, (i) for changes expressly contemplated by this Agreement, or in (ii) where the case of representations and warranties that are made as of a specified date, such representations and warranties shall failures to be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would notcorrect, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a material adverse effect on the ability of the Buyer to consummate the Closingperform its obligations under this Agreement or any Ancillary Agreement. The Buyer shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the ClosingClosing Date. The Sellers shall have received from the Buyer a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in the preceding sentences, signed by a duly authorized officer thereofthis Section 10.02(a) have been satisfied. (b) The Sellers Buyer shall have received an executed counterpart of made, or stand ready at Closing to make, the deliveries contemplated in Section 2.07(a) and Section 2.07(c) and each of the Ancillary Agreements, signed by each party other than the SellersAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers Heineken in their its sole discretion: (a) The representations and warranties of the Buyer Buyers contained in this Agreement Article IV shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent, materially delay or materially impede the ability performance by the Buyers of their obligations under this Agreement or the consummation of the Buyer to consummate the Closing. transactions contemplated hereby. (b) The Buyer Buyers shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. The Sellers . (c) Heineken shall have received from the Buyer Buyers a certificate to the effect set forth in the preceding sentencesSections 6.2(a) and (b), signed by a duly authorized officer thereof. (bd) The Sellers Heineken shall have received an a duly executed counterpart of signature page from each Buyer and each of its Affiliates (including the Ancillary Agreements, signed by each Acquired Companies) party other than to the SellersFramework Agreements and the Transition Services Agreement.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement Securities Purchase and the Merger shall be subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditions, any or all of which may be waived waived, in writing whole or in part, by the Sellers in their sole discretionSellers: (ai) The representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made at and as of the Closing Date, or in Date with the case of representations same force and warranties that are effect as though made as of a specified date, such representations on and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would notas, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyer’s ability of the Buyer to consummate the Closing. The Buyer shall have performed transactions contemplated by this Agreement; and (ii) each and all obligations and of the agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with satisfied by it Buyer hereunder at or prior to or at the Closing. The Sellers Closing Date shall have received from the Buyer a certificate to the effect set forth been duly performed or satisfied in the preceding sentences, signed by a duly authorized officer thereof.all material respects; and (b) The Sellers Buyer shall have received delivered, or caused to be delivered, to the Sellers, in customary form reasonably acceptable to the Sellers’ Representative, an executed counterpart officer’s certificate of each Buyer, dated the Closing Date, as to the satisfaction of the Ancillary Agreements, signed by each party other than the Sellersconditions set forth in Section 7.3(a).