Common use of Purchaser’s Conditions to Close Clause in Contracts

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller in this Agreement): 13.3.1. All representations and warranties made by the Seller in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. 13.3.2. All covenants, promises and agreements made by the Seller in this Agreement and all other actions required to be performed or complied with by the Seller under this Agreement prior to or at the Closing shall have been fully performed or complied with by the Seller. 13.3.3. Seller shall have fully disclosed this transaction to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's business. 13.3.4. The Purchaser shall have received all things required to be delivered or furnished to the Purchaser by the Seller hereunder prior to or at the Closing. 13.3.5. All necessary permits, licenses and approvals pursuant to Section 7 of this Agreement shall have been obtained. 13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.

Purchaser’s Conditions to Close. The Purchaser's obligation to close respective obligations of the transactions contemplated hereby at the Purchasers hereunder in connection with each Closing shall be are subject to the complete satisfaction and fulfillment of following conditions being met or waived by the Preferred Majority: (i) (A) with respect to the Tranche 1 Closing Date, the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller in this Agreement): 13.3.1. All representations and warranties of the Company contained herein when made by the Seller in this Agreement shall be complete and accurate at and as of the Closing on the Tranche 1 Closing Date.; and (B) with respect to the Tranche 2 Closing Date, the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the representations and warranties of the Company contained herein when made and the accuracy of the representations and warranties of the Company contained herein as of the Tranche 2 Closing Date, except where any inaccuracies in the representation and warranties (disregarding any materiality and Material Adverse qualifications) do not constitute a Material Adverse Effect; 13.3.2. All covenants(i) all obligations, promises covenants and agreements made by of the Seller in this Agreement and all other actions Company required to be performed at or complied with prior to the Closing Date shall have been performed; (ii) the delivery by the Seller under this Agreement Company of the items set forth in Section 2.2(a) and (b), as applicable; (iii) the Company shall have filed the Certificate of Designations with the Secretary of State of the State of Delaware on or prior to the Tranche 1 Closing; (iv) prior to or at contemporaneously with the Closing Tranche 1 Closing, the refinancing by the Company of its credit facility with SLR Investment Corp., on terms previously agreed upon by the Company and the Preferred Majority; (v) prior to or contemporaneously with the Tranche 1 Closing, the repurchase by the Company of the Common Stock and Series A Preferred Stock held by the current holder of the Company’s Series A Preferred Stock as of the date hereof, on terms previously agreed upon by the Company and the Preferred Majority (the “Repurchase”); (vi) since the date of execution of this Agreement, no event or series of events shall have been fully performed occurred that has had or complied would reasonably be expected to have a Material Adverse Effect with respect to the Company; provided, however, that no event, change or effect to the extent arising out of, resulting from or attributable to any of the following shall be deemed to constitute, nor be taken into account in determining whether any event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect with respect to the Company: (A) changes in the Company’s industry or the overall economy, the securities markets, financial markets or capital markets of the United States or worldwide generally; (B) general worldwide economic, business or political conditions; (C) any act of war (whether or not declared), sabotage, terrorism, military action or the escalation thereof; (D) any change in accounting requirements or principles or any change in applicable laws, rules or regulations, provided such change is not applicable solely to the Company; (E) any event, change or effect resulting from the announcement of this Agreement in compliance with the terms of this Agreement, and/or pendency of the transactions contemplated by this Agreement; (F) earthquakes, hurricanes, floods or other natural disasters, including pandemics or other public health emergencies and responses thereto; (G) any failure, in and of itself, by the Seller.Company to meet any internal or published financial projections, predictions, estimates or expectations for any period ending on or after the date of this Agreement (provided that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred if not otherwise expressly excluded hereunder); (H) actions taken or the failure to take action as a direct result of the covenants or restrictions set forth in this Agreement; (I) any decline in the trading price of the Common Stock 7 (provided that the underlying causes of such decline may be considered in determining whether a Material Adverse Effect has occurred if not otherwise expressly excluded hereunder); or (J) any event, change or effect relating to the review of the Commission or the Trading Market of the transactions contemplated by this Agreement, including, without limitation, the Proxy Statement and the additional listing application relating to the Securities, except, in case of clause (A), (B), (C), (D) or (F), to the extent that such change, effect, event, matter, occurrence or state of facts has a materially disproportionate effect on the Company relative to similarly-situated companies in the industry in which the Company operates; 13.3.3. Seller (vii) the Company shall have fully taken no action designed to, or reasonably likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company have received any written information from the Commission or the Trading Market, as applicable, suggesting that the Commission or the Trading Market, as applicable, is contemplating terminating such registration or listing, other than as disclosed this transaction to all creditors of Seller the Purchasers prior to the date hereof; (viii) from the date hereof to the applicable Closing Date, the Common Stock shall be designated for quotation or listed on the Trading Market and shall not have concealed this transaction from any creditor; Seller trading in the Common Stock shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred suspended by the Seller in Commission or the ordinary course Trading Market (except for (A) any suspension of Seller's business. 13.3.4. The Purchaser trading of limited duration agreed to by the Company, which suspension shall have received all things required to be delivered or furnished terminated prior to the Purchaser Closing and (B) any suspension of trading in securities generally as reported by the Seller hereunder prior to or at the Closing.Bloomberg L.P.); and 13.3.5. All necessary permits, licenses and approvals pursuant to Section 7 of this Agreement (ix) no action shall have been obtainedtaken and no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.

Purchaser’s Conditions to Close. The Purchaser's ’s obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller Piancone in this Agreement): 13.3.111.3.1. All representations and warranties made by the Seller Piancone in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date.; 13.3.211.3.2. All covenants, promises and agreements made by the Seller Piancone in this Agreement and all other actions required to be performed or complied with by the Seller Piancone under this Agreement prior to or at the Closing shall have been fully performed or complied with by the Seller.Piancone; 13.3.311.3.3. Seller Piancone shall have fully disclosed this transaction to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed delivered to Purchaser in an exhibit at Closing all instruments, consents, assignments, leases and other documents required by this Agreement including without limitation a bxxx of sale (“Bxxx of Sale”) and assignments and such other documents and instruments as Purchaser or its counsel reasonably request to this Agreement; Seller shall not have removed better evidence or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in effectuate the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's business.transactions contemplated herein; 13.3.411.3.4. The Purchaser shall have received all things required to be delivered or furnished to the Purchaser by the Seller Piancone hereunder prior to or at the Closing.; 13.3.511.3.5. All necessary permits, licenses and approvals pursuant required for Purchaser to Section 7 of this Agreement operate the Business in the manner historically operated by Piancone and full compliance with all applicable Laws shall have been obtained.; 13.3.611.3.6. There shall not have occurred any material adverse change in the business of Seller Business or in the Purchased Assets; 11.3.7. The Purchaser is satisfied, in its sole discretion, with an inspection of the Purchased Assets and the books and records of Piancone; and 11.3.8. If any condition or contingency applicable to Purchaser is not satisfied at or before Closing or if Purchaser shall otherwise exercise any right it may have to terminate this Agreement, then this Agreement shall terminate, each party hereto shall be released and relieved from any further duty, liability or obligation hereunder.

Purchaser’s Conditions to Close. The Purchaser's obligation Purchaser will not be obligated to close the transactions transaction contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all hereunder unless each of the following conditions precedentare satisfied on the Closing Date: A. Seller will have delivered to Purchaser or Title Company, as applicable, all documents required hereunder. B. Purchaser shall have received the Title Commitment and confirmation of the Title Company’s irrevocable commitment to insure title by means of the Title Policy showing fee title to the Property vested in Purchaser containing no exceptions other than the Permitted Exceptions. C. The physical condition of the Property will be substantially the same on the Closing Date as of the Effective Date, except for reasonable wear and tear and any alterations caused by Purchaser or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller in this Agreement):its representatives. 13.3.1. D. All representations and warranties made by the of Seller in this Agreement shall set forth herein will be complete true and accurate at and correct as of the Closing on the Closing Date. 13.3.2. All , and all covenants, promises agreements and agreements made by the Seller in this Agreement and all other actions conditions required to be performed or complied with by the Seller under this Agreement prior to or at on the Closing shall Date will have been fully duly performed or complied with by Seller or waived in writing by Purchaser. If Purchaser, in its reasonable discretion, determines that any of the conditions precedent set forth in this Section 9.1 are not satisfied, Purchaser may, at its option, elect to terminate this Agreement by written notice to Seller. 13.3.3. , in which event the Deposit, and any interest earned thereon, will be returned to Purchaser, provided that Purchaser notifies Seller shall have fully disclosed this transaction that such condition has not been satisfied and provides Seller with ten (10) days to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not satisfy such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's business. 13.3.4. The Purchaser shall have received all things required to be delivered or furnished to the Purchaser by the Seller hereunder condition prior to or at the Closingtermination. 13.3.5. All necessary permits, licenses and approvals pursuant to Section 7 of this Agreement shall have been obtained. 13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Seller and the Seller General Partners in this Agreement): 13.3.1. 7.2.1 All representations and warranties made by Seller and the Seller General Partners in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Purchaser shall have been furnished with a certificate, signed by the General Partners and Seller, and dated the Closing Date, to the foregoing effect. 13.3.2. 7.2.2 All covenants, promises and agreements made by Seller and the Seller General Partners in this Agreement and all other actions required to be performed or complied with by Seller and the Seller General Partners under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and the General Partners. Purchaser shall have been furnished with a certificate, signed by the General Partners and Seller, and dated the Closing Date, to the foregoing effect. 13.3.3. 7.2.3 Seller shall have fully disclosed obtained, and delivered to Purchaser, copies of all consents, approvals or other authorizations which Seller is required to obtain from, and any filing which Seller is required to make with, any governmental authority or agency or any other person including, but not limited to, consents required from Burger King Corporation (the "Burger King Consents") in connection with the execution, delivery and consummation of this transaction Agreement and the other documents associated herewith and the consummation of the transactions contemplated hereby or thereby (collectively, the "Required Consents"), in form and substance reasonably satisfactory to all creditors Purchaser. 7.2.4 Within ten (10) business days after the effective date of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than delivered to Purchaser, true, correct and complete copies of all information in the possession of Seller or Seller's debtsproperty manager, using or otherwise reasonably subject to Seller's control, pertaining to the Property which is of the following types or categories: (i) Seller's current title insurance policies and commitments issued to Seller thereafter; (ii) plans and specifications (including all "as built" and other architectural plans and drawings), permits, licenses, approvals and inspection reports pertaining to the Real Property and Fixtures; (iii) information relating to environmental conditions at the Property; (iv) the most recent plat of survey of the Real Property; (v) copies of all Store Leases, Service Contracts and any other contracts materially affecting the Property, together with all amendments thereto; and (vi) a fair valuation; detailed summary of all unresolved legal or administrative actions, suits or proceedings in any way affecting the Property or any interest therein. At the xxxx Xxxxxx delivers the Property information to Purchaser, Seller shall pay and continue also deliver to pay their debts as they become due; and Purchaser the certificate of the General Partners that the Property information so delivered constitutes all of the information which Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's businessrequired to deliver to Purchaser hereunder. 13.3.4. The 7.2.5 Purchaser shall have received all things required to be delivered or furnished to the Purchaser by Seller and the Seller General Partners hereunder prior to or at the Closing, including the Surveys and the Commitments. 13.3.5. 7.2.6 All necessary permits, licenses and approvals pursuant required to Section 7 of this Agreement be obtained by Purchaser shall have been obtainedobtained by Purchaser. 13.3.6. 7.2.7 There shall not have occurred any material adverse change in the business Property. 7.2.8 Purchaser shall have received an opinion of counsel for Seller and the General Partners, as of the Closing Date, as required by Section 6.1 hereof. 7.2.9 Purchaser and its representatives shall have completed, to their complete satisfaction, an investigation and examination of all aspects of the Property, including the Financial Statements. No employee or representative of Purchaser will perform on-site due diligence of the Property without Seller's prior approval, at which time such employee or representative will be accompanied by Seller or its designee. Purchaser shall have completed its review of the Property to confirm that the Property conforms in all material respects to the Assetsstandards described in Section 3.22 hereof and to confirm the physical condition of the Property, including the conduct of engineering and all environmental studies and assessments (the "Inspection") on or before forty-five (45) days following the execution of this Agreement (the "Inspection Deadline"). The Inspection shall not include title and survey matters, which shall be governed by Sections 5.1.12 and 5.

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Seller and the Seller Shareholders in this Agreement): 13.3.1. 7.2.1 All representations and warranties made by Seller and the Seller Shareholders in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Purchaser shall have been furnished with a certificate, signed by the Shareholders and Seller and dated the Closing Date, to the foregoing effect. 13.3.2. 7.2.2 All covenants, promises and agreements made by Seller and the Seller Shareholders in this Agreement and all other actions required to be performed or complied with by Seller and the Seller Shareholders under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and the SellerShareholders. Purchaser shall have been furnished with a certificate, signed by the Shareholders and Seller and dated the Closing Date, to the foregoing effect. 13.3.3. 7.2.3 Seller shall have fully disclosed obtained, and delivered to Purchaser, copies of all consents, approvals or other authorizations which Seller is required to obtain from, and any filing which Seller is required to make with, any governmental authority or agency or any other person including, but not limited to, consents required from Burger King Corporation (the "Burger King Consents") in connection with the execution, delivery and consummation of this transaction Agreement and the other documents associated herewith and the consummation of the transactions contemplated hereby or thereby (collectively, the "Required Consents"), in form and substance reasonably satisfactory to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's businessPurchaser. 13.3.4. The 7.2.4 Purchaser shall have received all things required to be delivered or furnished to the Purchaser by Seller and the Seller Shareholders hereunder prior to or at the Closing. 13.3.5. 7.2.5 All necessary permits, licenses and approvals pursuant (including the Burger King Consents) required to Section 7 of this Agreement be obtained by Purchaser shall have been obtainedobtained and paid for by Purchaser or Purchaser shall have exercised all reasonable efforts to obtain same. 13.3.6. 7.2.6 There shall not have occurred any material adverse change in the business of Seller or in the Assets. 7.2.7 Purchaser shall have received an opinion of counsel for Seller and the Shareholders, as of the Closing Date, as required by Section 6.1 hereof. 7.2.8 Purchaser and its representatives shall have completed, to their complete satisfaction, an investigation and examination of all aspects of the Restaurants and the Assets, including the Financial Statements. No employee or representative of Purchaser will perform on-site due diligence of the Restaurants without Seller's prior approval, at which time such employee or representative will be accompanied by Seller or its designee. Purchaser shall have completed its review of the Restaurants to confirm the Equipment in the Restaurants is in proper working order and that the Restaurants conform in all material respects to Burger King(R) Standards (exclusive of any Project Xxxxxxxx upgrades or other merely cosmetic changes not related to the operation, functionality or safety of the Restaurants) (the "Walk-Thru") that apply to the Restaurants on or before forty-five (45) days following the execution of this Agreement. Purchaser shall itemize any deficiencies noted in the Walk-Thru and provide such list to Seller prior to the Closing Date. 7.2.9 Seller shall have delivered to Purchaser the following documents: 7.2.9.1 the Lease Assignments of its Real Property Leases, each Assumed Contract, and the Consents to Assignment, Estoppel, and Releases; 7.2.9.2 any required easement assignments; 7.2.9.3 to the extent available, a fully executed original counterpart of each Real Property Lease in Seller's possession; 7.2.9.4 certificates dated no earlier than thirty (30) days prior to the Closing Date, from the Secretary of State for the State of North Carolina as to the good standing of Seller; and 7.2.9.5 all other documents, instruments and agreements required to be delivered by Seller to Purchaser pursuant to this Agreement. 7.2.10 Between the date of this Agreement and the Closing Date, Seller shall conduct the operation of its Restaurants in the ordinary and usual course of business, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to its Restaurants, to keep available the services of its officers and employees and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and its Restaurants and will maintain its Restaurants, real property, and Assets in a condition conducive to the operation of the business currently carried on therein. 7.2.11 Seller shall have provided to Purchaser copies of all operating permits and licenses (collectively, the "Approvals") which are in Seller's possession. 7.2.12 Seller shall have provided to Purchaser copies of all documents with respect to any actions, suit or proceeding which has been brought by or on behalf of Seller with respect to the Assets or the Business. 7.2.13 Seller shall execute, acknowledge and deliver to Purchaser a Xxxx of Sale and Assignment in the form attached hereto as Exhibit 7.2.13 and incorporated herein by reference pursuant to which Seller shall sell, assign, and transfer to Purchaser the Assets. 7.2.14 Seller shall execute, acknowledge and deliver to Purchaser a Warranty Assignment in the form attached hereto as Exhibit 7.2.14 and incorporated herein by reference pursuant to which Seller shall sell, assign and transfer to Purchaser the Franchise Agreements. 7.2.15 The Shareholders, Seller and Purchaser shall execute, acknowledge and deliver the Noncompetition Agreement attached hereto as Exhibit 1.5. 7.2.16 Seller shall have previously delivered to Purchaser the Real Property Leases and the Purchaser shall have fifteen (15) days from the date of this Agreement to review such Real Property Leases to ensure that it is satisfactory to the Purchaser, in its sole discretion. 7.2.17 Within forty-five (45) days of the execution of this Agreement, Purchaser's auditor shall have (i) reviewed the financial and accounting system of Seller; (ii) reviewed and confirmed the Financial Statements and results set forth in the Financial Statements; and (iii) found no material objection to the financial and accounting system of Seller, or Seller and Purchaser shall have resolved any objection raised by the auditor and presented to Seller by Purchaser. 7.2.18 The Boards of Directors of National Restaurant Enterprises, Inc. d/b/a AmeriKing, Inc. and Purchaser shall have approved this Agreement and the transactions contemplated herein within thirty (30) days of the date of this Agreement. 7.2.19 Purchaser shall have concurrently consummated the transactions set forth in the North Foods Asset Purchase Agreement, and Castle Properties, L.L.C. shall have concurrently consummated the T & B Purchase Agreement and the W & W Purchase Agreement.

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Seller and the Seller Partners in this Agreement): 13.3.1. 7.2.1 All representations and warranties made by Seller and the Seller Partners in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Purchaser shall have been furnished with a certificate, signed by the Partners and Seller, and dated the Closing Date, to the foregoing effect. 13.3.2. 7.2.2 All covenants, promises and agreements made by Seller and the Seller Partners in this Agreement and all other actions required to be performed or complied with by Seller and the Seller Partners under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and the Partners. Purchaser shall have been furnished with a certificate, signed by the Partners and Seller, and dated the Closing Date, to the foregoing effect. 13.3.3. 7.2.3 Seller shall have fully disclosed obtained, and delivered to Purchaser, copies of all consents, approvals or other authorizations which Seller is required to obtain from, and any filing which Seller is required to make with, any governmental authority or agency or any other person including, but not limited to, consents required from Burger King Corporation (the "Burger King Consents") in connection with the execution, delivery and consummation of this transaction Agreement and the other documents associated herewith and the consummation of the transactions contemplated hereby or thereby (collectively, the "Required Consents"), in form and substance reasonably satisfactory to all creditors Purchaser. 7.2.4 Within ten (10) business days after the effective date of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than delivered to Purchaser, true, correct and complete copies of all information in the possession of Seller or Seller's debtsproperty manager, using or otherwise reasonably subject to Seller's control, pertaining to the Property which is of the following types or categories: (i) Seller's current title insurance policies and commitments issued to Seller thereafter; (ii) plans and specifications (including all "as built" and other architectural plans and drawings), permits, licenses, approvals and inspection reports pertaining to the Real Property and Fixtures; (iii) information relating to environmental conditions at the Property; (iv) the most recent plat of survey of the Real Property; (v) copies of all Store Leases, Ground Leases, Service Contracts and any other contracts materially affecting the Property, together with all amendments thereto; and (vi) a fair valuation; detailed summary of all unresolved legal or administrative actions, suits or proceedings in any way affecting the Property or any interest therein. At the xxxx Xxxxxx delivers the Property information to Purchaser, Seller shall pay and continue also deliver to pay their debts as they become due; and Purchaser the certificate of the Partners that the Property information so delivered constitutes all of the information which Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's businessrequired to deliver to Purchaser hereunder. 13.3.4. The 7.2.5 Purchaser shall have received all things required to be delivered or furnished to the Purchaser by Seller and the Seller Partners hereunder prior to or at the Closing, including the Surveys and the Commitments. 13.3.5. 7.2.6 All necessary permits, licenses and approvals pursuant required to Section 7 of this Agreement be obtained by Purchaser shall have been obtainedobtained by Purchaser. 13.3.6. 7.2.7 There shall not have occurred any material adverse change in the business Property. 7.2.8 Purchaser shall have received an opinion of counsel for Seller and the Partners, as of the Closing Date, as required by Section 6.1 hereof. 7.2.9 Purchaser and its representatives shall have completed, to their complete satisfaction, an investigation and examination of all aspects of the Property, including the Financial Statements. No employee or representative of Purchaser will perform on-site due diligence of the Property without Seller's prior approval, at which time such employee or representative will be accompanied by Seller or its designee. Purchaser shall have completed its review of the Property to confirm that the Property conforms in all material respects to the Assetsstandards described in Section 3.22 hereof and to confirm the physical condition of the Property, including the conduct of engineering and all environmental studies and assessments (the "Inspection") on or before forty-five (45) days following the execution of this Agreement (the "Inspection Deadline"). The Inspection shall not include title and survey matters, which shall be governed by Sections 5.1.12 and 5.

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Seller and the Seller Shareholders in this Agreement): 13.3.1. 7.2.1 All representations and warranties made by Seller and the Seller Shareholders in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Purchaser shall have been furnished with a certificate, signed by the Shareholders and Seller and dated the Closing Date, to the foregoing effect. 13.3.2. 7.2.2 All covenants, promises and agreements made by Seller and the Seller Shareholders in this Agreement and all other actions required to be performed or complied with by Seller and the Seller Shareholders under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and the SellerShareholders. Purchaser shall have been furnished with a certificate, signed by the Shareholders and Seller and dated the Closing Date, to the foregoing effect. 13.3.3. 7.2.3 Seller shall have fully disclosed obtained, and delivered to Purchaser, copies of all consents, approvals or other authorizations which Seller is required to obtain from, and any filing which Seller is required to make with, any governmental authority or agency or any other person including, but not limited to, consents required from Burger King Corporation (the "Burger King Consents") in connection with the execution, delivery and consummation of this transaction Agreement and the other documents associated herewith and the consummation of the transactions contemplated hereby or thereby (collectively, the "Required Consents"), in form and substance reasonably satisfactory to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's businessPurchaser. 13.3.4. The 7.2.4 Purchaser shall have received all things required to be delivered or furnished to the Purchaser by Seller and the Seller Shareholders hereunder prior to or at the Closing. 13.3.5. 7.2.5 All necessary permits, licenses and approvals pursuant (including the Burger King Consents) required to Section 7 of this Agreement be obtained by Purchaser shall have been obtainedobtained and paid for by Purchaser or Purchaser shall have exercised all reasonable efforts to obtain same. 13.3.6. 7.2.6 There shall not have occurred any material adverse change in the business of Seller or in the Assets. 7.2.7 Purchaser shall have received an opinion of counsel for Seller and the Shareholders, as of the Closing Date, as required by Section 6.1 hereof. 7.2.8 Purchaser and its representatives shall have completed, to their complete satisfaction, an investigation and examination of all aspects of the Restaurants and the Assets, including the Financial Statements. No employee or representative of Purchaser will perform on-site due diligence of the Restaurants without Seller's prior approval, at which time such employee or representative will be accompanied by Seller or its designee. Purchaser shall have completed its review of the Restaurants to confirm the Equipment in the Restaurants is in proper working order and that the Restaurants conform in all material respects to Burger King(R) Standards (exclusive of any Project Xxxxxxxx upgrades or other merely cosmetic changes not related to the operation, functionality or safety of the Restaurants) (the "Walk-Thru") that apply to the Restaurants on or before forty-five (45) days following the execution of this Agreement. Purchaser shall itemize any deficiencies noted in the Walk-Thru and provide such list to Seller prior to the Closing Date. 7.2.9 Seller shall have delivered to Purchaser the following documents: 7.2.9.1 the Lease Assignments of its Real Property Leases, each Assumed Contract, and the Consents to Assignment, Estoppel, and Releases; 7.2.9.2 any required easement assignments; 7.2.9.3 to the extent available, a fully executed original counterpart of each Real Property Lease in Seller's possession; 7.2.9.4 certificates dated no earlier than thirty (30) days prior to the Closing Date, from the Secretary of State for the State of North Carolina as to the good standing of Seller; and 7.2.9.5 all other documents, instruments and agreements required to be delivered by Seller to Purchaser pursuant to this Agreement. 7.2.10 Between the date of this Agreement and the Closing Date, Seller shall conduct the operation of its Restaurants in the ordinary and usual course of business, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to its Restaurants, to keep available the services of its officers and employees and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and its Restaurants and will maintain its Restaurants, real property, and Assets in a condition conducive to the operation of the business currently carried on therein. 7.2.11 Seller shall have provided to Purchaser copies of all operating permits and licenses (collectively, the "Approvals") which are in Seller's possession. 7.2.12 Seller shall have provided to Purchaser copies of all documents with respect to any actions, suit or proceeding which has been brought by or on behalf of Seller with respect to the Assets or the Business. 7.2.13 Seller shall execute, acknowledge and deliver to Purchaser a Xxxx of Sale and Assignment in the form attached hereto as Exhibit 7.2.13 and incorporated herein by reference pursuant to which Seller shall sell, assign, and transfer to Purchaser the Assets. 7.2.14 Seller shall execute, acknowledge and deliver to Purchaser a Warranty Assignment in the form attached hereto as Exhibit 7.2.14 and incorporated herein by reference pursuant to which Seller shall sell, assign and transfer to Purchaser the Franchise Agreements. 7.2.15 The Shareholders, Seller and Purchaser shall execute, acknowledge and deliver the Noncompetition Agreement attached hereto as Exhibit 1.5. 7.2.16 Seller shall have previously delivered to Purchaser the Real Property Leases and the Purchaser shall have fifteen (15) days from the date of this Agreement to review such Real Property Leases to ensure that it is satisfactory to the Purchaser, in its sole discretion. 7.2.17 Within forty-five (45) days of the execution of this Agreement, Purchaser's auditor shall have (i) reviewed the financial and accounting system of Seller; (ii) reviewed and confirmed the Financial Statements and results set forth in the Financial Statements; and (iii) found no material objection to the financial and accounting system of Seller, or Seller and Purchaser shall have resolved any objection raised by the auditor and presented to Seller by Purchaser. 7.2.18 The Boards of Directors of National Restaurant Enterprises, Inc. d/b/a AmeriKing, Inc. and Purchaser shall have approved this Agreement and the transactions contemplated herein within thirty (30) days of the date of this Agreement. 7.2.19 Purchaser shall have concurrently consummated the transactions set forth in the F & P Asset Purchase Agreement, and Castle Properties, L.L.C. shall have concurrently consummated the T & B Purchase Agreement and the W & W Purchase Agreement.

Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller Company and the Shareholders in this Agreement): 13.3.1. 7.2.1 All representations and warranties made by the Seller Company and the Shareholders in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Purchaser shall have been furnished with a certificate, signed by the Shareholders and an authorized officer of the Company, and dated the Closing Date to the foregoing effect. 13.3.2. 7.2.2 All covenants, promises and agreements made by the Seller Company and the Shareholders in this Agreement and all other actions required to be performed or complied with by the Seller Company and the Shareholders under this Agreement prior to or at the Closing shall have been fully performed or complied with by the Seller. 13.3.3Company and the Shareholders. Seller shall have fully disclosed this transaction to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's business. 13.3.4. The Purchaser shall have received been furnished with a certificate, signed by the Shareholders and an authorized officer of the Company, and dated the Closing Date to the foregoing effect. 7.2.3 The Company shall have obtained, and delivered to Purchaser, copies of all things consents, approvals or other authorizations which the Company is required to be delivered obtain from, and any filing which the Company is required to make with, any governmental authority or furnished to agency or any other person including, but not limited to, consents required from Burger King Corporation (the Purchaser by "Burger King Consents") in connection with the Seller hereunder prior to or at the Closing. 13.3.5. All necessary permitsexecution, licenses delivery and approvals pursuant to Section 7 consummation of this Agreement and the other documents associated herewith and the consummation of the transactions contemplated hereby or thereby (collectively, the "Required Consents"), in form and substance reasonably satisfactory to Purchaser. Notwithstanding the foregoing, Purchaser shall have been obtainedbe solely responsible for processing and obtaining the Burger King Consents, any consents required under the HSR Act and any additional consents or approvals necessary for Purchaser to purchase the Shares or operate the Business from and after the Closing Date. 13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.

Purchaser’s Conditions to Close. The Purchaser's ’s obligation to close purchase the transactions contemplated hereby at Property is conditioned upon the satisfaction or waiver of the conditions described below within the time period specified therein, or if no time period is specified, by the Closing Date. If any of the conditions described below are not satisfied (or waived in writing by Purchaser) prior to the Closing, then Purchaser shall be subject to entitled to: (a) terminate this Agreement and receive the complete satisfaction Xxxxxxx Money Deposit, and fulfillment the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, and/or (b) if the condition is not satisfied as a result of a default or breach by Seller, pursue Purchaser’s rights and remedies under Section 13.1 below. 10.1.1 Seller shall have performed in all material respects all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller its covenants in this Agreement):. 13.3.1. All 10.1.2 Except for any Material Changed Conditions accepted by Purchaser under Section 5.3 above, (a) there shall be no material breach of any representations and warranties made by the Seller in this Agreement Article 5 above, and (b) such representations and warranties shall have remained true and correct in all material respects. 10.1.3 The Title Company shall be complete irrevocably committed and accurate at ready, willing and able to issue the Title Policy. 10.1.4 The Minimum Tenant Estoppel Requirement under Section 7.1 has been met and Purchaser has received executed Approved Estoppels satisfying the requirements set forth in Section 7.1 hereof. 10.1.5 An estoppel certificate substantially in the form attached hereto as Exhibit R has been executed and delivered by BPM Associates (1995), LLC, an Oregon limited liability company (“Parking Estoppel Certificate”). Seller agrees to use reasonable, diligent and good faith efforts to obtain the Parking Estoppel Certificate as soon as possible. 10.1.6 Seller’s delivery to escrow of the Closing documents and items specified in Section 11.4 below. 10.1.7 No Material Adverse Change has occurred. As used herein, “Material Adverse Change” means (a) the occurrence during the period commencing immediately after delivery of the Asset Approval Notice and ending on the Closing Date. 13.3.2. All covenantsDate of any of the following: (i) the Title Commitment being amended or updated to indicate new or modified title exceptions that Seller is unwilling or unable to remove on or before Closing and to which Purchaser has provided timely written objection under Section 4.4 above (“Objectionable New Title Exception”), promises and agreements made by the Seller in this Agreement and all other actions required to be performed or complied with by the Seller under this Agreement prior to or at the Closing shall have been fully performed or complied with by the (ii) Seller. 13.3.3. Seller shall have fully disclosed this transaction to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed ’s delivery to Purchaser in an exhibit or Seller’s deposit into the electronic drop-box of any new Due Diligence Materials not previously provided or made available to this Agreement; Seller shall not have removed Purchaser (“Newly Provided Due Diligence Materials”), or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or (iii) adverse changes in the aggregate operating condition of any substantial debt that is substantially greater than building systems or equipment serving the debts incurred Property (“Adverse Operating System Change”), and (b) the Objectionable New Title Exception, the Newly-Provided Due Diligence Materials or the Adverse Operating System Change, in each instance without duplication, has the net impact of reducing the fair market value of the Property by the Seller in the ordinary course of Seller's business$50,000 or more, or would cost $50,000 or more to cure or correct. 13.3.4. The Purchaser shall have received all things required to be delivered or furnished to the Purchaser by the Seller hereunder prior to or at the Closing. 13.3.5. All necessary permits, licenses and approvals pursuant to Section 7 of this Agreement shall have been obtained. 13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.