Seller’s Conditions to Close. The obligations of Seller to consummate the transaction provided for in this Agreement are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions:
Seller’s Conditions to Close. The obligations of Sellers under Article VIII of this Agreement shall, at the option of Sellers (which may be waived specifically in writing by Sellers in whole or in part) be subject to the satisfaction on or prior to Closing, of the following conditions:
Seller’s Conditions to Close. The Closing and all obligations of Seller pursuant to this Agreement is conditioned upon the following:
(a) Snap-on has not exercised its right of first refusal with respect to the transactions contemplated by this Agreement;
(b) Snap-on has granted its consent to the transaction contemplated by this Agreement and entered into Consent to Transfer Agreement in the form set forth as Exhibit C (the “Consent to Transfer Agreement”);
(c) All representations and warranties contained in Section 6 are true as of the Closing Date;
(d) Buyer has performed all of its obligations under this Agreement required to be performed as of the Closing Date including but not limited to delivery of all agreements and other documents set forth in Section 7.4;
(e) Buyer has executed the Consent to Transfer Agreement and shall have performed all of its obligations thereunder;
(f) Buyer shall have demonstrated to Snap-on’s satisfaction that it meets Snap-on’s managerial, operational and business standards for a new franchisee; has the aptitude and ability to operate the Franchise (as may be demonstrated by prior related business experience or otherwise); and has adequate financial resources and capital to operate the Franchise;
(g) Buyer has executed Snap-on’s then-current form of Franchise Agreement (the “New Franchise Agreement”) and other ancillary agreements (all of which may differ from the Franchise Agreement and the ancillary agreements signed by Seller) as Snap-on may require;
(h) Buyer has paid Snap-on the applicable transfer fee; and
(i) Buyer has executed all agreements necessary in Snap-on’s reasonable business judgment to accomplish the transfer and assumption of obligations under the New Franchise Agreement. Buyer will also provide Snap-on with whatever information and/or documentation regarding the transfer that Snap-on requests and will comply with Snap-on’s other reasonable requirements related to the transfer. In the event any of the foregoing conditions is not satisfied, then Seller may, at its option, terminate this Agreement by notice to Buyer, in which event Seller will be relieved of all obligations hereunder and this Agreement will be deemed null, void and of no force or effect, but if Seller concludes the Closing, Seller will not be relieved of its obligations hereunder.
Seller’s Conditions to Close. For Seller's sole benefit, Seller's obligation to complete the sale of the Property is subject to satisfaction of the following conditions at or prior to the Closing Date, unless waived by Seller in writing:
Seller’s Conditions to Close. The obligations of the Sellers under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of such conditions may be waived, in writing, by the Sellers:
(a) The representations and warranties of Purchaser set forth in this Agreement shall 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 that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, however, that no representation or warranty of Purchaser (other than the representations and warranties set forth in Sections 3.2 and 3.3(a), which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Purchaser, constitutes a Purchaser Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.1(a) (except with respect to the representations and warranties set forth in Sections 3.2 and 3.3(a)), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Purchaser Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded;
(b) Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement and satisfied all of the conditions required by this Agreement to be performed or complied with or satisfied by Purchaser at or prior to the Closing Date;
(c) No Governmental Entity in the United States shall have (i) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Transactions, or (ii) instituted any Legal Proceeding seeking to require a Seller Burdensome Condition which has not bee...
Seller’s Conditions to Close. The Seller'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 Seller (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 Purchaser in this Agreement):
13.2.1. All representations and warranties made by the Purchaser in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date.
13.2.2. All covenants, promises and agreements made by the Purchaser in this Agreement and all other actions required to be performed or complied with by the Purchaser under this Agreement prior to or at the Closing shall have been fully performed or complied with by the Purchaser.
Seller’s Conditions to Close. The obligations of Seller under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of such conditions may be waived by Seller:
(a) The representations and warranties of Buyer contained in Article IV shall be true and correct in all respects;
(b) Buyer shall have performed and complied with all of the covenants and agreements in all material respects, including the delivery of the documents specified in Section 7.2, and satisfied all the conditions applicable to Buyer required by this Agreement, the Escrow Agreement and the Voting Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing;
(c) The applicable waiting periods under the HSR Act shall have expired, and there shall be in effect no preliminary or permanent injunction or other order of a court or governmental or regulatory agency of competent jurisdiction directing that the transactions contemplated herein, or any of them, not be consummated;
(d) Buyer shall have provided Seller evidence satisfactory to Seller that Buyer shall have obtained the consents and approvals listed in Section 4.4;
(e) The Escrow Agreement shall have been duly executed and delivered by Buyer and the Escrow Agent; and
(f) This Agreement and the transactions contemplated herein shall have been adopted and approved by the holders of more than 50% of the shares of common stock of Seller in accordance with applicable law and the provisions of Seller's certificate of incorporation and by-laws.
Seller’s Conditions to Close. The obligations of Seller to consummate the transactions provided for herein are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) The representations and warranties of Purchaser herein contained shall be true and correct in all material respects on the Closing Date as though made on and as of such date.
(b) Purchaser shall have performed all material obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing.
(c) No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.
Seller’s Conditions to Close. The obligation of the Seller to consummate the Closing is subject to the fulfillment on or before the Closing of each of the following conditions by Buyer (or the written waiver by Seller thereof):
(a) The representations and warranties of Buyer under this Agreement shall be true and correct on the date of the Closing with the same effect as though such representations and warranties had been made as of the Closing.
(b) Buyer shall have (i) delivered to Seller the Purchase Price in the form of the Note, and (ii) executed and delivered to Seller the documents required to be delivered by Buyer pursuant to Section 2.2.
(c) Buyer shall have fully performed and complied with all of the provisions of this Agreement.
Seller’s Conditions to Close. Seller'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 Seller (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 Purchaser in this Agreement):
7.1.1 All representations and warranties made by Purchaser in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date. Seller shall have been furnished with a certificate, signed by Purchaser, and dated the Closing Date to the foregoing effect.
7.1.2 All covenants, promises and agreements made by Purchaser in this Agreement and all other actions required to be performed or complied with by Purchaser under this Agreement prior to or at the Closing shall have been fully performed or complied with by Purchaser. Seller shall have been furnished with a certificate, signed by Purchaser, and dated the Closing Date to the foregoing effect.
7.1.3 Purchaser shall have delivered to the Title Company the items described in Section 8.1.
7.1.4 Seller shall have received an opinion of counsel for Purchaser as of the Closing Date, as required by Section 6.2.
7.1.5 Purchaser shall not have received, prior to Closing, any notification under the HSR Act that seeks to prohibit Purchaser and Seller from consummating the transaction set forth in this Agreement.
7.1.6 Seller shall have received consent from the lessors under the Ground Leases to the assignment of each such Ground Leases to Purchaser.
