Open Preview. We had a reservation right at 5 and there were several tables, but it wasnt busy (yet). [11], Although the film's plot takes place in West Texas, filming took place in Eastern New Mexico. [5] At Cinemacon 2016 in Las Vegas, a standee was presented for the film, revealing that the title had been changed to Hell or High Water. The Roaring 20s are kinda my jam, and walking into this establishment did not disappoint. For example, the agreement might state that Seller had the opportunity to sell to several other buyers. The acclaimed modern-day western Hell or High Water may pivot on a conflict between disenfranchised brothers (Chris Pine and Ben Foster), Texas law men (Jeff Bridges and Gil Birmingham) and the . [12][10] Filming also took place in other New Mexico communities such as Portales and Tucumcari. Investopedia does not include all offers available in the marketplace. The references to hell and high water are Biblical allusions to the Biblical Hell and to Noah's flood, respectively, which represent earth-shattering cataclysms. Amazing speakeasy experience. Unfortunately, given the wording of HOHW provisions in the past, and the unusual nature of the remedy, we think it is highly unlikely that an Impossibility Clause would be inferred by a court. Comancheria II Lyrics: 3. These protections are in the interest of both Seller and Buyer, so the parties should be able to agree on them. For purposes of this post, only clauses that contain an unqualified obligation for Buyer to close is considered HOHW. If any such approvals are required, they should be obtained no later than when shareholders of Seller approve the transaction. Sit away from the bar - in the Library - for a quieter setting. Very cool place for drinks and jazz. If Seller is publicly held, once the Impossibility Clause is invoked and enforced, we assume that the purchase price would be paid to Sellers public shareholders. They nailed it. This is the version of our website addressed to speakers of English in the United States. Local and touring musicians alike play the stage in the dark, underground space as bartenders mix classic cocktails. Robbery Lyrics: 11 . Regardless of whether the company is publicly or privately owned, before it enters into a HOHW agreement, counsel should explain to the relevant governing body, such as a Board of Directors, what the implications of HOHW are. Hell or High Water received four nominations at the Academy Awards, including Best Picture, Best Supporting Actor for Bridges, Best Original Screenplay and Best Film Editing. [8] On May 4, 2015, Pine and Foster were confirmed to play brothers in the film, who commit bank robberies to save their family's farm in West Texas, while Bridges would play a Texas Ranger set to catch the brothers. Youd never spot this bar from the street. 'It is MAGICAL': Beauty lovers go gaga over 'incredible' $36 makeup brush that blends all cosmetics 'flawlessly' - prompting it to SELL OUT in days and amass a 10,000-person waitlist Principal photography on the film began on May 26, 2015, in Clovis, New Mexico. Tripadvisor performs checks on reviews. Episode 2 of 6 (1h 58m) From Noon to 2pm (pdt) Hell or High Water Telethon Fundraiser with your host Roger White. E-mail. If the Antitrust Authorities fundamental issue with a transaction is its sizesomething that could become even more likely should legislation like the Prohibiting Anticompetitive Mergers Act become lawthat issue can only be resolved in litigation, and not by any step Buyer could take. Denver Tiki Bar, Hell or High Water Tiki Rum & Mezcal Focused Tropical Cocktails. Hell or high water contracts require payment whether or not the good or service is working as planned. If there is an issue with the equipment the lessee receives, the lessor typically is not at fault because the lessee chose the equipment they wanted to rent. A divorced father and his ex-con older brother resort to a desperate scheme in order to save their family's ranch in West Texas. Seller should also require that the obligor under the Impossibility Clause be an entity with substantial assets, not a shell corporation organized solely to be a party to the transaction. A financing agreement with hell or high water language is designed to ensure that the lessee will pay the lessor under no uncertain terms. Overview System Requirements Related. The owners spared no attention to detail. They are in the interest of both parties because they are reasonable commercial terms that would result in the application of the Impossibility Clause in a commercially reasonableand thus more likely enforceableway. Menu. What does come hell or high water expression mean? [20] On Rotten Tomatoes, the film has an approval rating of 96% based on 284 reviews, with an average rating of 8.50/10. Hell or High Water / Sicario Double Feature 2015. The money from the ranch's oil wells is deposited at the Texas Midlands Bank, which refuses to cooperate with the investigation for fear of losing management of the family's trust fund. Definitions by the largest Idiom Dictionary. It was the final film produced by OddLot Entertainment due to its dissolution in 2015. 34 Reviews. After such certification, if litigation is brought it may take a substantial period of time for it to be resolved, particularly if the Antitrust Authorities seek to exhaust all appeals, including to the Supreme Court. Wood paneling behind the bar and a large, illuminated Pizza Carry Out sign cast a retro vibe, balanced with more modern touches like exposed bulb lighting. Hell or High Water + Bonus 2016. To use our mobile site, please enable JavaScript. Zoom in to see updated info. Wonderful place for a date downtown. (go back), Posted by Stephen Fraidin, Joel Mitnick, and Ross Steinberg, Cadwalader, Wickersham & Taft LLP, on, Harvard Law School Forum on Corporate Governance, on Hell or High Water Provisions in Merger Agreements: A Practical Approach. For example, if you assume that Buyer has an equity value of $10 billion, and it is required to pay Seller $5 billion in cash and can legally acquire no assets or business in return, it is unlikely that Buyer will be able to make such a payment either independently or through financing, but instead will need to file for Chapter 11. Contingency Clauses in Home Purchase Contracts. This would be in the deal to prevent the week-long delay that occurred in Akorn and should have allowed the court to find that Fresenius had breached their HOHW obligations. Additionally, Seller may wish to include in the contract the kind of covenant protection creditors will often utilize. 23. This compensation may impact how and where listings appear. . Oh and since seats are limited, reservations are strongly encouraged. True to speakeasy tradition, if you dont know where Hell or High Water is, you probably wont find it. About. [and in determining unconscionability] courts have focused on matters such as the commercial reasonableness of the contract terms. [2] The introductory language to the HOHW clause suggested above should be helpful. A lease extension refers to a legal agreement extending the term of an existing lease or rental agreement. If the price paid by Buyer 2 is higher than Buyers price, the difference should first be applied to defray Buyers expenses with the balance being paid to Seller or Seller shareholders. Accessed 18 Jan. 2023. Repo vs. Theres more than one hidden bar in Butchertown. 1There is a wide range of antitrust risk shifting provisions that are included in merger agreements, and practitioners sometimes refer to them as HOHW clauses. In addition to her experience in finance, she is also a volunteer editorial contributor for Litmus Press, O Books, and The Post-Apollo Press. After gaining some distance, Tanner stops and fires an automatic weapon at the posse, with his fire superiority forcing them to retreat. It is not uncommon for Seller to require that Buyer pay a significant reverse termination fee (RTF) if a transaction cannot be completed for antitrust reasons. If an RTF, or liquidated damages, is also provided, it is highly likely the court will take that approach in granting Seller relief. Ben Foster, Chris Prine, Jeff Bridges, and Gil Birmingham starred. EPs. With Dale Dickey, Ben Foster, Chris Pine, William Sterchi. ", "Hell or High Water: Modern western the year's best film so far", https://en.wikipedia.org/w/index.php?title=Hell_or_High_Water_(film)&oldid=1128464336, This page was last edited on 20 December 2022, at 07:53. Texas Midlands 6. Take or pay is a contractual provision whereby one party has the obligation of either taking delivery of goods or paying a specific amount. That is, there is some, not entirely unrealistic scenario, where Buyer will be legally entitled to not perform for antitrust reasons. Sometimes they will copy verbatim from a prior document, sometimes they will tweak and improve the drafting, and sometimes they will change the language to be more favorable to their client. The entrance is under a large white bulb, more or less unmarked. "I've seen better.". And they don't disappoint! The same issue arises in a private transaction. The website's critical consensus reads, "Hell or High Water offers a solidly crafted, well-acted Western heist thriller that eschews mindless gunplay in favor of confident pacing and full-bodied characters. The fact of substantial compliance triggers a second 30-day waiting period after which the government may challenge the proposed deal in court. Will definitely return. After seeing so many meticulously choreographed bank heists that try their damnedest to outdo the likes of "Heat," it is amusing to see one staged on a smaller and more realistic scale. You are walking into a legitimate speakeasy. However, if Seller agrees to provide Buyer with this protection, it has effectively gutted the force of an HOHW clause. The Roaring 20s are kinda my jam, and walking into this establishment did not disappoint. This speakeasy is so cool! She has conducted in-depth research on social and economic issues and has also revised and edited educational materials for the Greater Richmond area. 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