Common use of Conditions of Seller’s Obligations Clause in Contracts

Conditions of Seller’s Obligations. Seller’s obligations to consummate the transaction contemplated hereunder are conditioned upon the satisfaction (or written or deemed waiver by Seller) of each of the following conditions at or prior to the Closing: (a) The representations and warranties and disclosures made by Purchaser in Section 11 shall be true and correct in all material respects when made and at the time of the Closing; (b) Purchaser shall have discharged its material obligations under this Agreement; (c) Purchaser shall have delivered to the Title Company for the benefit of Seller all documents and deliveries required to be so delivered pursuant to Section 3.4; and (d) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement that has been terminated by Purchaser under Section 9 or 10 thereof or as to which the closing is not occurring as a result of the seller’s or any of its affiliate’s own actions or failure to act or a breach of the seller’s obligations under the Affiliate Agreement. However, if the closing under the Southaven Affiliate Agreement is delayed to allow additional time to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreement. If any of the conditions set forth in this Section 13 are not satisfied as of the date that is thirty (30) days after the Scheduled Closing Date, other than as a result of Seller’s or any of its affiliate’s own actions or failure to act or a breach of Seller’s obligations under this Agreement, then except as provided below, Seller shall have the right to (a) terminate this Agreement, in which event the Deposit shall be sent to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing. For the sake of clarity, if the Scheduled Closing Date under any of the Affiliate Agreements is delayed for thirty (30) days pursuant to the similar provision in Section 13 of any of the Affiliate Agreements to allow for satisfaction of conditions therein, the Scheduled Closing Date under this Agreement shall also be delayed for thirty (30) days.

Conditions of Seller’s Obligations. Seller’s obligations 's obligation to consummate the transaction contemplated hereunder are is conditioned upon the satisfaction (or written or deemed waiver by Seller) of each of the following conditions at or prior to the Closing: (a) The representations and warranties and disclosures made by Purchaser in Section 11 shall be true and correct in all material respects when made and at the time of the Closing; (b) Purchaser shall have discharged its material obligations under this Agreement; (c) Purchaser shall have delivered to the Title Company for the benefit of Seller all documents and deliveries required to be so delivered pursuant to Section 3.4; and (d) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements At Purchaser's expense (including, without limitation, any application, transfer, termination or other fees chargeable), Purchaser shall have occurredcaused the Existing Franchise Agreement to be terminated and Seller, except for its affiliates and any Affiliate Agreement that has been terminated by Purchaser under Section 9 guarantor to be released from all obligations arising or 10 thereof or as to which the closing is not occurring as a result of the seller’s or any of its affiliate’s own actions or failure to act or a breach of the seller’s obligations accruing under the Affiliate AgreementExisting Franchise Agreement from and after Closing. However, if the closing under the Southaven Affiliate Agreement is delayed to allow additional time Purchaser covenants that it will take such actions as may be required to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreementforegoing condition. If any of the conditions set forth in this Section 13 1313 are not satisfied as of the date that is thirty (30) days after the Scheduled Closing DateDate (as same may be extended pursuant to Section 3.1 of this Agreement), other than as a result of Seller’s 's or any of its affiliate’s 's own actions or failure to act or a breach of Seller’s 's obligations under this Agreement, then except as provided below, Seller shall have the right to (a) terminate this Agreement, in which event the Deposit shall be sent delivered to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing. For the sake of clarity, if the Scheduled Closing Date under any of the Affiliate Agreements is delayed for thirty (30) days pursuant to the similar provision in Section 13 of any of the Affiliate Agreements to allow for satisfaction of conditions therein, the Scheduled Closing Date under this Agreement shall also be delayed for thirty (30) days.

Conditions of Seller’s Obligations. Seller’s obligations The obliga- tions of Seller under this Agreement are subject to consummate the transaction contemplated hereunder are conditioned upon the satisfaction (or written or deemed waiver by Seller) satisfac- tion of each all of the following conditions at or prior as of the Closing Date, except for conditions contained in subsections 9.2(e) and (f), which are subject to the Closingtime periods contained therein, any of which may be waived by Seller in writing: (a) The all representations and warranties and disclosures made by Purchaser of Buyer contained in Section 11 this Agreement shall be true and correct in all material respects when made on and at the time as of the ClosingClosing Date with the same effect as though given on and as of the Closing Date; (b) Purchaser Buyer shall have discharged fully performed and ob- served in all material respects, its material obligations under and covenants set forth in this AgreementAgreement which are to be performed or observed by it on or prior to the Closing Date and shall tender the required documents, certificates, instruments and opinions at the Closing as set forth in subsection 10.2; (c) Purchaser Buyer shall have delivered tender to Seller at Closing the Title Company for the benefit of Seller all documents and deliveries required Purchase Price referred to be so delivered pursuant to Section 3.4; andin subsection 3.1; (d) Concurrent Closing of this Agreement with closing of each Any applicable waiting period which may be required by the HSR Act shall have expired or been terminated, the consummation of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement that has been terminated transactions contemplated by Purchaser under Section 9 or 10 thereof or as to which the closing is not occurring as a result of the seller’s or any of its affiliate’s own actions or failure to act or a breach of the seller’s obligations under the Affiliate Agreement. However, if the closing under the Southaven Affiliate Agreement is delayed to allow additional time to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement this Agree- ment shall not then be a condition of the Closing subject to an injunction or temporary restraining order, nor shall any law or regulation be in exis- tence which would otherwise prohibit or materially restrict 50 Seller from performing its obligations under this Agreement. If , nor shall any action or proceeding seeking to restrain or prohibit this Agreement or the consummation of the conditions set forth transactions contem- plated hereby have been instituted or threatened by any federal, state, local, or foreign governmental, regulatory or administra- tive agency or authority or have been instituted by any other party which, in this Section 13 are not satisfied as the reasonable opinion of the date that is Seller, makes it undesirable to proceed with such transactions; (e) Within thirty (30) days after the Scheduled Closing Date, other than as a result signing of Seller’s or any of its affiliate’s own actions or failure to act or a breach of Seller’s obligations under this Agreement, then except as provided below, Seller Buyer shall have obtained all the right necessary funding to purchase the Assets and shall have provided Seller with the following: (ai) terminate copies of definitive letters of commit- ment from third party equity investors and/or creditors providing all such funding containing no non-customary or special contin- gencies or qualifications of any kind, except that such letters may contain a contingency which provides that such equity inves- tors and creditors shall not be obligated to provide the commit- xxx funds unless the conditions contained in subsection 9.2(f) have been satisfied; and (ii) a binding waiver of Buyer's rights to cancel Closing under subsection 9.1(g); and (f) Within 90 days after the signing of this Agreement, in which event the Deposit Buyer shall be sent have obtained all permits or licenses applicable to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing. For the sake of clarity, if the Scheduled Closing Date under any of the Affiliate Agreements is delayed Assets or required for thirty (30) days pursuant to the similar provision in Section 13 of any operation of the Affiliate Agreements Business as necessary to allow for satisfaction authorize Buyer's lawful ownership of conditions therein, the Scheduled Closing Date under this Agreement shall also be delayed for thirty (30) daysAssets or lawful operation of the Business.

Conditions of Seller’s Obligations. Seller’s obligations to consummate the transaction contemplated hereunder are conditioned upon the satisfaction (or written or deemed waiver by Seller) of each of the following conditions at or prior to the Closing: (a) The representations and warranties and disclosures made by Purchaser in Section 11 shall be true and correct in all material respects when made and at the time of the Closing; (b) Purchaser shall have discharged its material obligations under this Agreement; (c) Purchaser shall have delivered to the Title Company for the benefit of Seller all documents and deliveries required to be so delivered pursuant to Section 3.4; and (d) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement that has been terminated by Purchaser under Section 9 or 10 thereof or as to which the closing is not occurring as a result of the seller’s or any of its affiliate’s own actions or failure to act or a breach of the seller’s obligations under the Affiliate Agreement; and (e) All Seller-affiliated guarantors and indemnitors of the Existing Loan shall have been released by Existing Lender from liabilities under their guarantees and indemnities arising after the Closing. However, if the closing under the Southaven Affiliate Agreement is delayed to allow additional time to satisfy If Purchaser waives the condition in Section 12(g) thereof regarding a loan assumptionpursuant to Section 5.13(b), then the concurrent closing under that Affiliate Agreement condition in this Section 13(e) shall not automatically be a condition waived by Seller without the requirement of the Closing under this Agreementany action of Seller. If any of the conditions set forth in this Section 13 are not satisfied as of the date that is thirty (30) days after the Scheduled Closing Date, other than as a result of Seller’s or any of its affiliate’s own actions or failure to act or a breach of Seller’s obligations under this Agreement, then except as provided below, Seller shall have the right to (a) terminate this Agreement, in which event the Deposit shall be sent to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing. For the sake of clarity, if the Scheduled Closing Date under any of the Affiliate Agreements is delayed for thirty (30) days pursuant to the similar provision in Section 13 of any of the Affiliate Agreements to allow for satisfaction of conditions therein, the Scheduled Closing Date under this Agreement shall also be delayed for thirty (30) days.

Conditions of Seller’s Obligations. Seller’s obligations 's obligation to consummate the transaction contemplated hereunder are conditioned upon purchase and sale of the Property on the Closing Date shall be subject to the satisfaction (or written or deemed waiver by Seller) of each performance of the following conditions at terms and conditions, any one or prior to more of which may be waived by Seller, in whole or in part, on or as of the ClosingClosing Date: (a) Buyer shall have fully and completely kept, observed, performed, satisfied and complied with all terms, covenants, conditions, agreements, requirements, restrictions and provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Buyer before, on or as of the Closing Date; (b) The execution of a Lease Agreement between Buyer (as Landlord) and Seller (as Tenant) for a portion of the Property, upon such terms and conditions as are outlined in a non-binding letter of intent dated August 27, 1999 and accepted by Seller on September 2, 1999, together with such additional terms and conditions as are agreed to' by the parties; and (c) The representations and warranties of Buyer in this Agreement shall be true and disclosures correct, and certified by Buyer to Seller as such, on and as of the Closing Date, in the same manner and with the same effect as though such representations and warranties had been made by Purchaser on and as of the Closing Date; and, notwithstanding the fact that such representations and warranties may be limited to Buyer's knowledge and belief of the truth of the facts, assertions and matters contained therein, the facts, assertions and matters contained in Section 11 each of such representations and warranties shall be true and correct in all material respects when made on and at the time of the Closing; (b) Purchaser shall have discharged its material obligations under this Agreement; (c) Purchaser shall have delivered to the Title Company for the benefit of Seller all documents and deliveries required to be so delivered pursuant to Section 3.4; and (d) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement that has been terminated by Purchaser under Section 9 or 10 thereof or as to which the closing is not occurring as a result of the seller’s or any of its affiliate’s own actions or failure to act or a breach of the seller’s obligations under the Affiliate Agreement. However, if the closing under the Southaven Affiliate Agreement is delayed to allow additional time to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this AgreementDate. If any of the foregoing conditions set forth in this Section 13 are have not been satisfied or performed on or as of the date that is thirty (30) days after the Scheduled Closing Date, other than as a result of Seller’s or any of its affiliate’s own actions or failure to act or a breach of Seller’s obligations under this Agreement, then except as provided below, Seller shall have the right right, at Seller's option, either (i) to (a) terminate this AgreementAgreement by giving written notice to Buyer on or before the Closing Date, in which event the Deposit shall be sent to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing. For the sake of clarity, if the Scheduled Closing Date under any of the Affiliate Agreements is delayed for thirty (30) days pursuant to the similar provision in Section 13 of any of the Affiliate Agreements to allow for satisfaction of conditions therein, the Scheduled Closing Date parties under this Agreement shall also expire, and this Agreement shall become null and void, or (ii) if such failure of condition constitutes a default by Buyer under this Agreement, to exercise such rights and remedies as may be delayed provided for thirty (30in Section 18(a) daysof this Agreement.