Common use of Conditions Precedent to Performance Clause in Contracts

Conditions Precedent to Performance. a. Buyer's obligation to purchase the Assets under this Agreement is subject to satisfaction, on or before the Closing Date, of all the following conditions, unless waived by Buyer: (i) Seller shall obtain Landlord's written consent permitting Seller and Buyer to enter into the Sublease in the form attached as Exhibit B. (ii) The ABC shall issue a Temporary Permit to Buyer permitting the continued sale of liquor at the Premises after the Closing Date. (iii) All requirements of the Bulk Sales Law have been complied with through the Assets Escrow Holder. (iv) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed Sublease in the form of Exhibit B attached hereto. (v) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed "▇▇▇▇ of Sale," in the form of Exhibit C attached hereto. (vi) During the period from the Effective Date to the Closing Date, Seller shall not suffer any material loss or damage to the Tangible Assets, whether or not insured, that would materially affect Buyer's use of the Tangible Assets in Buyer's judgment. (vii) During the period from the Effective Date to the Closing Date, Seller shall continue to operate the Business in the ordinary course and in the same manner as Seller has operated the Business before the Effective Date, including, without limitation, maintaining, repairing and insuring the Tangible Assets to prevent any deterioration in their condition, ordinary wear and wear excepted, and performing all duties required by Applicable Law to maintain the ABC License in good standing. (viii) No action, suit or proceeding before any Governmental Authority pertaining to the Assets or the ABC License shall be instituted or threatened on or before the Closing Date. (ix) All necessary agreements and consents of any other parties, in addition to the Landlord and the ABC, to the consummation of the transactions contemplated by this Agreement and the ABC Agreement shall be obtained by Seller and delivered to Buyer through the Assets Escrow Holder. (x) Seller shall perform, satisfy and comply with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date, including, without limitation, access to the Premises during normal working hours to inspect the Tangible Assets. (xi) All representations and warranties by Seller shall be true and correct on and as of the Closing Date as though made on that date. (xii) The execution and delivery of this Agreement by Seller, and the performance of Seller's obligations hereunder, shall have been duly authorized by all necessary corporate action. b. Seller's obligation to sell and transfer the Assets under this Agreement is subject to satisfaction, on or before the Closing Date, of all the following conditions, unless waived by Seller: (i) All representations and warranties by Buyer shall be true and correct on and as of the Closing Date as though made on that date. (ii) On or prior to the Closing, Buyer shall deposit into the Assets Escrow the balance of the Purchase Price as required by this Agreement. (iii) On or prior to the Closing, Buyer shall deposit into the Assets Escrow a duly and validly executed Sublease in the form of Exhibit B attached hereto. (iv) Buyer shall perform, satisfy and comply with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer on or before the Closing Date. (v) The execution and delivery of this Agreement by Buyer, and the performance of Buyer's obligations hereunder, shall have been duly authorized by all necessary corporate action.

Conditions Precedent to Performance. a. Buyer's obligation to purchase the Assets ABC License under this Agreement is subject to satisfaction, on or before the Closing Date, of all the following conditions, unless waived by Buyer: (i) Seller The ABC shall obtain Landlord's written consent permitting Seller and Buyer approve the transfer of the ABC License to enter into the Sublease in the form attached as Exhibit B.Buyer; (ii) The ABC Assets Escrow shall issue a Temporary Permit have closed resulting in the sale and transfer of the Assets (as defined in the Assets Agreement) by Seller to Buyer permitting in accordance with the continued sale terms of liquor at the Assets Agreement whereby, among other things, Buyer shall have the right to occupy the Premises after under a Sublease (as defined in the Closing DateAssets Agreement) by and between Seller and Buyer. (iii) All requirements of the Bulk Sales Law have been complied with through the Assets Escrow Holder. (iv) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed Sublease in the form of Exhibit B attached hereto. (v) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed "▇▇▇▇ of Sale," in the form of Exhibit C attached hereto. (vi) During the period from the Effective Date to the Closing Date, Seller shall not suffer any material loss or damage to the Tangible Assets, whether or not insured, that would materially affect Buyer's use of the Tangible Assets in Buyer's judgment. (vii) During the period from the Effective Date to the Closing Date, Seller shall continue to operate the Business in the ordinary course and in the same manner as Seller has operated the Business before the Effective Date, including, without limitation, maintaining, repairing and insuring the Tangible Assets to prevent any deterioration in their condition, ordinary wear and wear excepted, and performing all duties required by Applicable Law to maintain the ABC License in good standing. (viii) No action, suit or proceeding before any Governmental Authority pertaining to the Assets or the ABC License shall be instituted or threatened on or before the Closing Date. (ix) All necessary agreements and consents of any other parties, in addition to the Landlord and the ABC, to the consummation of the transactions contemplated by this Agreement and the ABC Agreement shall be obtained by Seller and delivered to Buyer through the Assets Escrow Holder. (xiv) Seller shall perform, satisfy and comply with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date, including, without limitation, access depositing the original ABC License with the ABC Escrow Holder and executing and delivering to the Premises during normal working hours ABC Escrow Holder all of the documents which may reasonably be necessary to inspect accomplish the Tangible Assetssale and transfer of the ABC License to Buyer and the issuance of a Temporary Permit to Buyer. (xiv) All representations and warranties made by Seller in this Agreement shall be true and correct on and as of the Closing Date as though made on that date. (xiivi) The execution and delivery of this Agreement by Seller, and the performance of Seller's obligations hereunder, shall have been duly authorized by all necessary corporate action. b. Seller's obligation to sell and transfer the Assets ABC License under this Agreement is subject to satisfaction, on or before the Closing Date, of all the following conditions, unless waived by SellerBuyer: (i) All representations and warranties made by Buyer in this Agreement shall be true and correct on and as of the Closing Date as though made on that date. (ii) On or prior Buyer shall submit an application to the Closing, Buyer shall deposit into the Assets Escrow the balance ABC for issuance of the Purchase Price as required by this Agreementa Temporary Permit. (iii) On or prior Buyer shall submit an application for the transfer of the ABC Licenses as soon as reasonably practicable following the delivery to the Closing, Buyer shall deposit into ABC of the Assets Notice of Intended Transfer by Seller or the ABC Escrow a duly and validly executed Sublease in the form of Exhibit B attached heretoHolder. (iv) Buyer shall execute and deliver to the ABC Escrow Holder all documents which may reasonably be necessary to accomplish the sale and transfer of the ABC License to Buyer. (v) Buyer shall perform, satisfy and comply with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer on or before the Closing Date. (vvi) The execution and delivery of this Agreement by Buyer, and the performance of Buyer's obligations hereunder, shall have been duly authorized by all necessary corporate action.