Common use of Conditions to the Initial Closing Clause in Contracts

Conditions to the Initial Closing. Section 9.01. Conditions to Obligations of Buyer and Seller 57 Section 9.02. Conditions to Obligations of Buyer 58 Section 9.03. Conditions to Obligations of Seller 59 Section 10.01. Survival 59 Section 10.02. Indemnification 60 Section 10.03. Procedures 61 Section 10.04. Calculation of Damages 62 Section 10.05. Assignment of Claims 63 Section 10.06. Treatment of Indemnification Payments 64 Section 10.07. Contribution and Waiver 64 Section 10.08. Exclusivity 64 Section 11.01. Termination 64 Section 11.02. Effect of Termination 65 Section 12.01. Notices 65 Section 12.02. Amendments and Waivers 66 Section 12.03. Expenses 67 Section 12.04. Successors and Assigns 67 Section 12.05. Governing Law 67 Section 12.06. Jurisdiction 67 Section 12.07. Waiver of Trial by Jury 67 Section 12.08. Counterparts; Effectiveness; No Third Party Beneficiaries 67 Section 12.09. Entire Agreement 68 Section 12.10. Severability 68 Section 12.11. Disclosure Schedule 68 Section 12.12. Specific Performance 68 Section 12.13. Attorney’s Fees 69 Section 12.14. Conflicts of Interest 69 Exhibit A Form of Alaska Management Agreement Exhibit B Form of ▇▇▇▇ of Sale and Assignment and Assumption Agreement Exhibit C Form of Delaware Management Agreement Exhibit D Form of Intellectual Property License Agreement Exhibit E Form of North Carolina Management Agreement Exhibit F Form of Transition Services Agreement Exhibit G Form of Intellectual Property Quitclaim Assignment Exhibit H Form of Raleigh Landlord Consent Exhibit I Form of Raleigh Tenant Improvement Allowance Letter Agreement This ASSET AND EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 17, 2018 by and between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (“Seller”), and ▇▇▇▇▇▇▇▇’▇ Holding LLC, a Delaware limited liability company (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.