Common use of Conditions to Obligations of Enterprises Clause in Contracts

Conditions to Obligations of Enterprises. The obligations of Enterprises to make the deliveries and payments under this Article VII and to close this transaction are subject to the fulfillment prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived by Enterprises: (a) The representations and warranties contained in Article III hereof shall be true in all material respects as of the date when made and as of the Closing Date as if made on such date. (b) Sellers shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. (c) No Governmental Authority with competent jurisdiction over the subject matter hereof shall have instituted any action, suit or proceeding or given notice of its intentions to do so, which in the reasonable opinion of Enterprises and its counsel has a material and adverse effect on the transactions contemplated by this Agreement. (d) The Sellers shall have received (1) commitments from The Coca-Cola Company that it will consent to the transactions contemplated hereby and the assignment of the Bottling Authorizations and Licenses and shall have provided documentation with respect to the same reasonably satisfactory to Enterprises, and (2) any other consents set forth on Disclosure Schedule 7.03(d) hereto. (e) Any governmental approvals legally required for the consummation of the transaction that are set forth on Disclosure Schedule 7.03(e) shall have been obtained, and all applicable waiting periods pursuant to the HSR Act shall have expired or been terminated. EXECUTION COPY (f) All agreements, certificates and other documents delivered by Sellers to Enterprises hereunder shall be in form and substance reasonably satisfactory to Enterprises. (g) Certified copies of the resolutions of the board of directors and the shareholders (if required) of each Seller, and the Executive Committee of the board of directors of Consolidated, authorizing the execution and delivery of this Agreement and the consummation of the transactions herein contemplated shall have been delivered to Enterprises. (h) The transactions contemplated by that certain Franchise Acquisition Agreement by and between Enterprises, Consolidated, WVBC, Inc., a Delaware corporation and ROBC, Inc., a Delaware corporation, dated as of even date herewith (the "Concurrent Agreement") are simultaneously consummated.

Conditions to Obligations of Enterprises. The obligations of Enterprises to make be performed on or after the deliveries and payments Closing Date under this Article VII and to close this transaction are Agreement shall be subject to the fulfillment or Enterprises’ waiver, at or prior to or at the Closing Date Closing, of each of the following conditions, any one or more of which may be waived by Enterprises: (a) The representations and warranties of Buyer contained in Article III hereof V shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same effect as if though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on such dateBuyer’s ability to consummate the transactions contemplated hereby. (b) Sellers Buyer shall have duly performed and complied in all material respects with all agreements agreements, covenants and conditions required by this Agreement to be performed or complied with by them it prior to or at on the Closing Date. (c) No Governmental Authority with competent jurisdiction over the subject matter hereof Buyer shall have instituted any actiondelivered to Enterprises a certificate, suit or proceeding or given notice dated the Closing Date and signed by a duly authorized officer of its intentions to do soBuyer, which that each of the conditions set forth in the reasonable opinion of Enterprises Section 7.03(a) and its counsel has a material and adverse effect on the transactions contemplated by this AgreementSection 7.03(b) have been satisfied. (d) The Sellers Buyer shall have received (1) commitments from The Coca-Cola Company that it will consent delivered to the transactions contemplated hereby and the assignment Enterprises shall a certificate of the Bottling Authorizations Secretary or an Assistant Secretary (or equivalent officer) of Buyer (i) certifying that attached thereto are true and Licenses and shall have provided documentation with respect to the same reasonably satisfactory to Enterprises, and (2) any other consents set forth on Disclosure Schedule 7.03(d) hereto. (e) Any governmental approvals legally required for the consummation of the transaction that are set forth on Disclosure Schedule 7.03(e) shall have been obtained, and all applicable waiting periods pursuant to the HSR Act shall have expired or been terminated. EXECUTION COPY (f) All agreements, certificates and other documents delivered by Sellers to Enterprises hereunder shall be in form and substance reasonably satisfactory to Enterprises. (g) Certified complete copies of the all resolutions of the board of directors and the shareholders (if required) of each Seller, and the Executive Committee of adopted by the board of directors of Consolidated, Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions herein contemplated shall have been hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and (ii) certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered to Enterpriseshereunder. (he) The transactions contemplated by that certain Franchise Acquisition Agreement by Buyer shall have delivered to Enterprises all other documents, instruments or writings otherwise necessary to effect the intent hereof and between Enterprisessuch other certificates of authority and documents, Consolidated, WVBC, Inc., a Delaware corporation and ROBC, Inc., a Delaware corporation, dated both as of even date herewith (the "Concurrent Agreement") are simultaneously consummatedEnterprises may reasonably request.