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

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects, and the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereof. (b) No Action shall have been commenced by or before any Governmental Authority against any of the Company or Sellers, on the one hand, or the Purchaser, on the other, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Sellers, is likely to render it impossible or unlawful to consummate such transactions. (c) The Purchaser and the Sellers shall have received, each in form and substance satisfactory to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this Agreement. (d) The Purchaser shall have executed and delivered to the Sellers the Escrow Agreement. (e) The Purchaser shall have transferred via wire transfer to the Sellers the Adjusted Purchase Price.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or written waiver by the Sellers), at or Unless otherwise waived in writing prior to the Closing, the obligation of each Seller to complete the Closing is subject to the contemporaneous sale by the other Seller of its Subject Interests to Buyer at the Closing and the fulfillment prior to or at the Closing of each of the following conditions: (ai) The representations and warranties Fundamental Representations of the Purchaser Buyer contained in this Agreement shall have been be true and correct when in all respects (other than de minimus failures to be true and correct), as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for Fundamental Representations expressly made as of a specific date, in which case as of such date), and (ii) the Non-Fundamental Representations of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing, except to the extent such representations date of this Agreement and warranties are as of another the Closing Date as though made on and as of the Closing Date (except for such Non-Fundamental Representations expressly made as of a specific date, in which casecase as of such date), such representations and warranties provided, that the condition set forth in this clause (ii) shall be true and correct as deemed to have been satisfied unless the individual or aggregate impact of that date, in each case, with all inaccuracies of such Non-Fundamental Representations have had or would be reasonably likely to have a material adverse effect on the same force and effect as if made as ability of Buyer to consummate the Closing Date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date transactions contemplated hereby; (b) Buyer shall have been timely performed and complied with with, in all material respects, every term, condition, covenant, agreement, restriction, and the Sellers obligation to be performed and complied with by Buyer at or before Closing under this Agreement; (c) Buyer shall have received delivered to Sellers a certificate from in form and substance reasonably satisfactory to Sellers dated as of the Purchaser to such effect Closing Date and signed by a duly authorized officer thereof.of Buyer stating that the conditions in Section 8.2(a) and Section 8.2(b) have been satisfied; (bd) No Action shall the Parties have been commenced by or before any Governmental Authority against any of obtained the Company or Sellers, Required Approvals; (e) on the one handClosing Date, no injunction, order or the Purchaseraward restraining, on the other, seeking to restrain enjoining or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Sellers, is likely to render it impossible or unlawful to consummate such transactions. (c) The Purchaser and the Sellers shall have received, each in form and substance satisfactory to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for otherwise prohibiting the consummation of the transactions contemplated hereby or granting material damages or imposing a Burdensome Condition in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding (excluding any such matter initiated by this Agreement.Buyer or its Affiliates) seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby, or seeking substantial damages in connection therewith, shall be pending before any Governmental Authority or arbitrator; (df) The Purchaser Buyer shall have executed delivered to each Seller, and each Seller shall have delivered to the Sellers other Seller, an executed counterpart of the Escrow Agreement.Release and Settlement Agreement referenced in Sections 7.2(h) and 7.3(h); (eg) The Purchaser Buyer shall have transferred via wire transfer to received the Sellers Capital Account Statement in accordance with Section 6.14; and (h) the Adjusted Purchase PriceCompany shall have been issued the insurance policies described in Appendix E of the A&R LLCA, and those insurance policies shall be in full force and effect.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers Seller to consummate close the transactions contemplated by this Agreement shall be and to transfer the Property are conditioned upon and subject to satisfaction as of the fulfillment date of Closing or such other date as may be specified below (or written waiver by the Sellers), at or prior to the Closing, Seller) of each of the following conditions: (a) The A. Purchaser shall have performed and complied with all agreements, covenants and conditions to be performed or complied with prior to the date of Closing. B. All of Purchaser's representations and warranties of the Purchaser contained set forth in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the date of the Closing. C. Seller shall have obtained the approval of the Board of Directors of Prime Retail, except Inc. to the extent transaction described herein. Seller expects to obtain such representations and warranties are approval at a meeting of said Board of Directors which is scheduled to take place January 9, 2001. Seller shall promptly notify Purchaser, after said meeting, as to whether such approval is obtained. If all of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made aforementioned conditions have not been satisfied as of the Closing Datedate of Closing, the covenants and agreements contained in this Agreement to be complied with or waived by the Purchaser Seller on or before the Closing Date date of Closing, Seller may, in Seller's sole and absolute discretion (i) within five (5) days thereafter, terminate this Agreement in which event the Earnest Money, shall have been complied with in all material respectsbe paix xx Xxller as liquidated damages (and not as a penalty), and the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereof. (b) No Action shall have been commenced by or before any Governmental Authority against any of the Company or Sellersall rights, on the one hand, or the Purchaser, on the other, seeking to restrain or materially obligations and adversely alter the transactions contemplated by liabilities under this Agreement which, in the reasonable, good faith determination of the Sellers, is likely to render it impossible or unlawful to consummate such transactions. (c) The Purchaser and the Sellers shall have received, each in form and substance satisfactory terminate except as otherwise expressly set forth to the Sellers’ Representative contrary in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this Agreement; (ii) one time only, extend, for an additional thirty (30) days, the period during which the conditions must be satisfied; or (iii) waive such conditions and proceed to Closing. (d) The Purchaser shall have executed and delivered to the Sellers the Escrow Agreement. (e) The Purchaser shall have transferred via wire transfer to the Sellers the Adjusted Purchase Price.

Conditions to Seller’s Obligations to Close. 9.01 The All obligations of the Sellers to consummate the transactions contemplated by Seller under this Agreement shall be subject are subject, at Seller’s option, to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions, before or at the date stated below for each condition: (a) The representations and warranties of the Purchaser Buyer contained in this Agreement shall have been true and correct when made and herein shall be true and correct in all material respects as of the Closing, except to Initial Closing Date and the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Final Closing Date. (b) Buyer shall have duly performed and complied in all material respects with all agreements, the covenants and agreements contained in conditions required by this Agreement to be performed or complied with by it prior to or on the Purchaser on or before the Initial Closing Date and the Final Closing Date, as applicable. (c) The Buyer shall not be subject to any applicable law or injunction restraining, prohibiting or making illegal the consummation of the transactions contemplated hereby. (d) For the Final Closing, all Regulatory Approvals shall have been complied with in all material respects, obtained other than those Regulatory Approvals that the Buyer and the Sellers Seller shall have agreed to obtain after the Final Closing. (e) Seller shall have received a certificate from certificate, dated the Purchaser to such effect Initial Closing Date and signed by a duly authorized officer thereofof Buyer, that each of the conditions set forth in Section 1.5(a) and Section 1.5(b) have been satisfied as applicable to such dates. (bf) No Action Seller shall have been commenced by or before any Governmental Authority against any received a certificate of the Company or SellersSecretary of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, on delivery and performance of this Agreement and the one hand, or the Purchaser, on the other, seeking to restrain or materially and adversely alter consummation of the transactions contemplated by this Agreement whichhereby, and that all such resolutions are in full force and effect and are all the reasonable, good faith determination of resolutions adopted in connection with the Sellers, is likely to render it impossible or unlawful to consummate such transactionstransactions contemplated hereby. (cg) The Purchaser and the Sellers Buyer shall have receiveddelivered the Purchase Price on the Initial Closing Date as set forth in Section 1.3. (h) Buyer shall have delivered, each to hold in form and substance satisfactory trust pending the Final Closing, a counterpart signature page to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders Master Distribution Agreement . (i) Buyer shall have delivered an executed Management Agreement attached hereto as Schedule 1.4(i). (j) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and approvals of all Governmental Authorities and officials and all third party consents which are reasonably necessary for the consummation of to consummate the transactions contemplated by this Agreement. (d) The Purchaser shall have executed and delivered to the Sellers the Escrow Agreement. (e) The Purchaser shall have transferred via wire transfer to the Sellers the Adjusted Purchase Price.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers Seller to sell the Purchased Assets and to otherwise consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions: (a) The Except to the extent waived in writing by Seller hereunder, the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and herein shall be true and correct in all material respects as of at the Closing, in each case with the same effect as though made at and as of such time with the same effect as though made at and as of such time (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein); Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (except to the extent such representations waived hereunder in writing by Seller); and warranties are as Purchaser shall have delivered to Seller a certificate of another datePurchaser in form and substance reasonably satisfactory to Seller, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of dated the Closing Date, and signed on its behalf by its authorized representative, in his (or her) representative capacity, and not individually, to all such effects and certifying the covenants and agreements contained satisfaction of the conditions set forth in this Agreement Section 6.3 (except to be complied with the extent waived hereunder in writing by the Purchaser on or before Seller). (i) On the Closing Date Date, there shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a Governmental Entity of competent jurisdiction directing that the transactions provided for herein or any portion thereof not be consummated as provided herein. (ii) No action or proceeding shall have been complied with in all instituted and, at what would otherwise have been the Closing Date, remain pending before a Governmental Entity to restrain, prohibit or otherwise challenge the sale of the Purchased Assets to Purchaser or the performance of the material respects, and obligations of the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereofparties hereto. (biii) No Action Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(b)(ii), no Governmental Entity shall have been commenced by or before any Governmental Authority against any notified either party to this Agreement that the consummation of the Company transactions contemplated hereby would constitute a violation of the laws of the United States or Sellers, on the one handlaws of any state thereof or the laws of any foreign country, or the Purchaser, on laws of the other, seeking jurisdiction to which such Governmental Entity is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if the same are consummated or to materially modify the terms or results of such transactions unless such Governmental Entity shall have withdrawn such notice, or has otherwise indicated in writing that it will not take any action, prior to what would otherwise have been the Closing Date. (c) Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(c), all Authorizations, consents and adversely alter approvals of any Governmental Entity required for the valid consummation by Seller and Purchaser of the transactions contemplated by this Agreement which, in the reasonable, good faith determination respect of the SellersPurchased Assets (including, is likely to render it impossible or unlawful to consummate such transactions. without limitation, the expiration of any applicable waiting period under the HSR Act and similar legislation in other jurisdictions (cincluding, without limitation, the Competition Act (Canada)) The Purchaser and the Sellers shall have receivedbeen obtained, each in form as determined after taking into account any exclusion by Purchaser, at its option, of assets or liabilities from the Purchased Assets and substance satisfactory Assumed Liabilities pursuant to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this AgreementSection 6.2(c). (d) The Purchaser shall have executed and delivered to made the Sellers payments required by the Escrow Agreementprovisions of Section 2.3 hereof. (e) The [Intentionally Omitted.] (f) [Intentionally Omitted.] (g) Purchaser (or, as applicable, the Purchaser Affiliates) shall have transferred via wire transfer executed the Transitional Services Agreement. (h) The Approval Order shall have been entered. (i) Purchaser and all Purchaser Affiliates shall have executed, acknowledged and delivered to the Sellers appropriate members of the Adjusted Purchase PriceSeller Group instruments of assumption and/or foreign instruments of assumption, as the case may be, as may be necessary to assume, or evidence the assumption of each Assumed Liability or other liability which Purchaser or Purchaser Affiliates have expressly agreed to assume or be responsible for pursuant to the terms of this Agreement, all in such form as Seller or its counsel may reasonably request.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers Seller to sell the Purchased Assets and to otherwise consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions: (a) The Except to the extent waived in writing by Seller hereunder, the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and herein shall be true and correct in all material respects as of at the Closing, in each case with the same effect as though made at and as of such time with the same effect as though made at and as of such time (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein); Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (except to the extent such representations waived hereunder in writing by Seller); and warranties are as Purchaser shall have delivered to Seller a certificate of another datePurchaser in form and substance reasonably satisfactory to Seller, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of dated the Closing Date, and signed on its behalf by its authorized representative, in his (or her) representative capacity, and not individually, to all such effects and certifying the covenants and agreements contained satisfaction of the conditions set forth in this Agreement Section 6.3 (except to be complied with the extent waived hereunder in writing by the Purchaser on or before Seller). (i) On the Closing Date Date, there shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a Governmental Entity of competent jurisdiction directing that the transactions provided for herein or any portion thereof not be consummated as provided herein. (ii) No action or proceeding shall have been complied with in all instituted and, at what would otherwise have been the Closing Date, remain pending before a Governmental Entity to restrain, prohibit or otherwise challenge the sale of the Purchased Assets to Purchaser or the performance of the material respects, and obligations of the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereofparties hereto. (biii) No Action Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(b)(ii), no Governmental Entity shall have been commenced by or before any Governmental Authority against any notified either party to this Agreement that the consummation of the Company transactions contemplated hereby would constitute a violation of the laws of the United States or Sellers, on the one handlaws of any state thereof or the laws of any foreign country, or the Purchaser, on laws of the other, seeking jurisdiction to which such Governmental Entity is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if the same are consummated or to materially modify the terms or results of such transactions unless such Governmental Entity shall have withdrawn such notice, or has otherwise indicated in writing that it will not take any action, prior to what would otherwise have been the Closing Date. (c) Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(c), all Authorizations, consents and adversely alter approvals of any Governmental Entity required for the valid consummation by Seller and Purchaser of the transactions contemplated by this Agreement which, in the reasonable, good faith determination respect of the SellersPurchased Assets (including, is likely to render it impossible or unlawful to consummate such transactions. without limitation, the expiration of any applicable waiting period under the HSR Act and similar legislation in other jurisdictions (cincluding, without limitation, the Competition Act (Canada)) The Purchaser and the Sellers shall have receivedbeen obtained, each in form as determined after taking into account any exclusion by Purchaser, at its option, of assets or liabilities from the Purchased Assets and substance satisfactory Assumed Liabilities pursuant to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this AgreementSection 6.2(c). (d) The Purchaser shall have executed and delivered to made the Sellers payments required by the Escrow Agreementprovisions of Section 2.3 hereof. (e) The [Intentionally Omitted.] (f) [Intentionally Omitted] (g) Purchaser (or, as applicable, the Purchaser Affiliates) shall have transferred via wire transfer executed the Transitional Services Agreement. (h) The Approval Order shall have been entered. (i) Purchaser and all Purchaser Affiliates shall have executed, acknowledged and delivered to the Sellers appropriate members of the Adjusted Purchase PriceSeller Group instruments of assumption and/or foreign instruments of assumption, as the case may be, as may be necessary to assume, or evidence the assumption of each Assumed Liability or other liability which Purchaser or Purchaser Affiliates have expressly agreed to assume or be responsible for pursuant to the terms of this Agreement, all in such form as Seller or its counsel may reasonably request.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers to sell the Purchased Assets and to otherwise consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions: (a) The Except to the extent waived in writing by the Sellers hereunder, the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and herein shall be true and correct in all material respects as of at the Closing, in each case with the same effect as though made at and as of such time with the same effect as though made at and as of such time (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein); Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing (except to the extent such representations waived hereunder in writing by the Sellers); and warranties are as Purchaser shall have delivered to the Sellers a certificate of another datePurchaser in form and substance reasonably satisfactory to the Sellers, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of dated the Closing Date, and signed on its behalf by its authorized representative, in his (or her) representative capacity, and not individually, to all such effects and certifying the covenants and agreements contained satisfaction of the conditions set forth in this Agreement Section 6.3 (except to be complied with the extent waived hereunder in writing by the Purchaser on or before Sellers). (i) On the Closing Date Date, there shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a Governmental Entity of competent jurisdiction directing that the transactions provided for herein or any portion thereof not be consummated as provided herein. (ii) No action or proceeding shall have been complied with in all instituted and, at what would otherwise have been the Closing Date, remain pending before a Governmental Entity to restrain, prohibit or otherwise challenge the sale of the Purchased Assets to Purchaser or the performance of the material respects, and obligations of the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereofparties hereto. (biii) No Action Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(b)(ii), no Governmental Entity shall have been commenced by or before any Governmental Authority against any notified either party to this Agreement that the consummation of the Company transactions contemplated hereby would constitute a violation of the laws of the United States or Sellers, on the one handlaws of any state thereof or the laws of any foreign country, or the Purchaser, on laws of the other, seeking jurisdiction to which such Governmental Entity is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if the same are consummated or to materially modify the terms or results of such transactions unless such Governmental Entity shall have withdrawn such notice, or has otherwise indicated in writing that it will not take any action, prior to what would otherwise have been the Closing Date. (c) Except to the extent Purchaser elects to exercise its option set forth in Section 6.2(c), all Authorizations, consents and adversely alter approvals of any Governmental Entity required for the valid consummation by the Sellers and Purchaser of the transactions contemplated by this Agreement which, in the reasonable, good faith determination respect of the SellersPurchased Assets (including, is likely to render it impossible or unlawful to consummate such transactions. (c) The Purchaser without limitation, the expiration of any applicable waiting period under the HSR Act and the Sellers similar legislation in other jurisdictions shall have receivedbeen obtained, each in form as determined after taking into account any exclusion by Purchaser, at its option, of assets or liabilities from the Purchased Assets and substance satisfactory Assumed Liabilities pursuant to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this AgreementSection 6.2(c). (d) The Purchaser shall have executed and delivered to made the Sellers payments required by the Escrow Agreementprovisions of Section 2.3 hereof. (e) The [Intentionally Omitted.] (f) [Intentionally Omitted.] (g) Purchaser (or, as applicable, the Purchaser Affiliates) shall have transferred via wire transfer executed the Transitional Services Agreement. (h) The Approval Order shall have been entered. (i) Purchaser and all Purchaser Affiliates shall have executed, acknowledged and delivered to the appropriate the Seller instruments of assumption and/or foreign instruments of assumption, as the case may be, as may be necessary to assume, or evidence the assumption of each Assumed Liability or other liability which Purchaser or Purchaser Affiliates have expressly agreed to assume or be responsible for pursuant to the terms of this Agreement, all in such form as the Sellers the Adjusted Purchase Priceor their counsel may reasonably request.

Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers Seller and the Shareholders to consummate the transactions contemplated to be performed by this Agreement shall be it in connection with the Closing is subject to satisfaction of the fulfillment (or written waiver following conditions, any of which Seller may waive by the Sellers)execution of a writing so stating, at or prior to the Closing, of each of the following conditions: (a) The the representations and warranties of the Purchaser contained set forth in this Agreement shall have been true and correct when made and Section 3.2 below shall be true and correct in all material respects as of the Closingrespects, except to the extent such representations at and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects, and the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereof.; (b) No Action the Buyer and Guarantor shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (c) the Buyer and Guarantor shall provide evidence satisfactory to the Seller that there have been commenced obtained all consents, certified copies of resolutions, approvals and authorizations required for the consummation by or before any Governmental Authority against any the Buyer and Guarantor of the Company or Sellers, on the one hand, or the Purchaser, on the other, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, including, but not limited to, the Notes, Guaranty and such other documentation arising in connection herewith; (d) the reasonable, good faith determination Buyer and Guarantor shall have delivered to the Seller a certificate dated as of the SellersClosing Date and executed by the authorized officer of the Buyer and Guarantor, respectively, to the effect that each of the conditions specified above in Section 2.4(a)-(c) is likely to render it impossible or unlawful to consummate such transactions.satisfied in all respects; (ce) The Purchaser all actions to be taken by the Buyer and the Sellers shall have received, each Guarantor (as applicable) in form and substance satisfactory to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the connection with consummation of the transactions contemplated by this Agreement., and all certificates, instruments, and other documents required to effect the transactions contemplated hereby, will be reasonably satisfactory in form and substance to the Seller and its counsel; (df) the Seller and the Shareholders shall have received (1) all consents to assignment of the Leases and (2) full releases of the Seller and the Shareholders from all liability after Closing under the Leases and guaranties thereof; (g) The Purchaser Guarantor shall have executed and delivered to the Sellers Seller and Shareholders guaranties of the Escrow Notes and Assumed Liabilities in the form attached as Exhibit 1.6 B hereto and the guaranties described in Section 1.4; (h) the Buyer and Guarantor shall have executed (where applicable) and delivered or caused to be delivered the items referenced in Section 2.2(b) and (c); (i) Buyer, Guarantor and Seller shall have reached mutual agreement on all documents reasonably necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, the documents (other than agreed upon exhibits attached hereto) referred to in Section 2.2(a), (b) and (c), and Sections 1.3.1 and 2.3(u) and the Subordination Agreement and the Change of Control provisions in the Notes referred to in Section 1.3.2; (j) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Seller to sell the Restaurant Assets or (D) impose any Liability upon Seller based upon the sale or any action or inaction of Seller relating in any way to the sale, and no such injunction, judgment, order, decree, ruling, or charge shall be threatened or in effect; (k) Buyer and Seller shall have reached mutual agreement on Exhibit 1.4; (l) Seller and Shareholders shall have received from Buyer, as franchisor, or licensor (including but not limited to Guarantor and Casa Ole Franchise Services, Inc.) (excluding the mix license which has already been reissued to Marco Products, L.P.) terminations and full, complete and unconditional releases of Seller and the Shareholders for liabilities arising in connection with any franchise and/or license by or among them; (m) A license agreement between Casa Ole Franchise Services, Inc. and Marco Products, L.P. shall have been consummated and executed by both parties; (n) a legal opinion from Buyer's counsel, dated the date of Closing to the effect that: (i) Each entity comprising Buyer and Guarantor are a limited partnership and corporation respectively, validly existing and in good standing under the laws of the State of Texas (as to which opinion, such counsel may rely upon certificates from officials of the State of Texas) and each has all requisite power and authority to own its assets and to conduct the Business in the manner heretofore conducted; (ii) The consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Buyer and Guarantor; (iii) The execution and delivery of this Agreement and the Guaranty and the consummation of the transactions contemplated hereby will not result in any violation of, or be in conflict with provision of law, the Articles of Incorporation or Bylaws of Buyer and Guarantor; (iv) No consent, approval, authorization, order, registration, declaration, filing or qualification by or with any court or governmental authority which has not been obtained (or will not by Closing) is required of Buyer or Guarantor under existing law to authorize the execution or delivery of this Agreement by Buyer or Guarantor; and (v) To the best of such counsel's knowledge, there is no action, suit, proceeding or investigation pending or threatened against Buyer or Guarantor or any of their properties or assets which questions the validity of this Agreement or any action taken or to be taken pursuant hereto. (eo) The Purchaser There shall not have transferred via wire transfer been any material adverse changes in the financial conditions of the Buyer or Guarantor since the Effective Date; and (p) Casa Ole Franchising Services, Inc. shall mutually agree with Seller and Thomas L. Harken as to the Sellers the Adjusted Purchase Pricedefinitive terms and have executxx xxx xxxxxxxxx to Seller and Thomas L. Harken an Agreement relating to Franchises with txxxx xxxxxxx xx those forms attached as Exhibits 2.4(p)-1 and 2.4(p)-2.