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

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. The Closing and all obligations of Seller pursuant Seller's obligation to this Agreement is conditioned upon the following: (a) Snap-on has not exercised its right of first refusal with respect 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;): (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) 7.1.1 All representations and warranties contained 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 deliver to Seller by wire transfer or bank check the amount of cash set forth in Section 6 are true 1.4 of this Agreement. 7.1.4 The Board of Directors of Seller shall have approved this Agreement and the transactions contemplated herein within seven (7) days of the date of this Agreement. If no written notice of disapproval is provided to Purchaser prior to the expiration of such seven (7) day period, the transaction will be deemed to be approved and this condition will be deemed to be satisfied. 7.1.5 Seller shall have received an opinion of counsel for Purchaser as of the Closing Date;, as required by Section 6.2. (d) Buyer has performed all of its obligations 7.1.6 Purchaser shall not have received, prior to Closing, any notification under this Agreement required the HSR Act that seeks to be performed as of prohibit Purchaser and Seller from consummating the Closing Date including but not limited to delivery of all agreements and other documents transaction set forth in Section 7.4;this Agreement. (e) Buyer has executed the Consent to Transfer Agreement and 7.1.7 Seller 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 received consent 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 landlord for each Leasehold Property location to the transfer. In the event any assignment of the foregoing conditions is not satisfied, then Seller may, at its option, terminate this Agreement by notice each Real Property Lease 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 hereunderPurchaser.

Seller’s Conditions to Close. The Closing Each and all obligations every obligation of Seller pursuant to under ---------------------------- this Agreement is conditioned upon subject to the followingsatisfaction of the following conditions: (a) Snap-on has not exercised its right Each of first refusal the representations and warranties of Buyer contained herein shall be true and correct in all material respects as of the Closing. b) Buyer shall have performed, satisfied and complied with respect all covenants, agreements and conditions required by this Agreement to be performed, satisfied and complied with by it as of the Closing. c) No action, suit or proceeding before any court or governmental body pertaining to the Assets or to the transactions contemplated by this Agreement;Agreement shall have been instituted or threatened as of the Closing. (bd) Snap-on has granted its consent Buyer shall deliver to Seller a true and correct copy of the transaction contemplated by resolutions of the Buyer's Board of Directors authorizing the execution and delivery of this Agreement and entered into Consent the consummation of the transactions contemplated thereby, certified by a duly elected, qualified and acting officer of the Buyer in form and substance satisfactory to Transfer Agreement the Seller. e) Buyer shall execute a security agreement in the form set forth attached hereto as Exhibit C (7 securing the “Consent to Transfer Agreement”);Note. (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 execute a promissory note in original principal sum of $375,000 for a new franchisee; has the aptitude and ability to operate cash portion of the Franchise purchase price (the "$375,000 Note") in the form attached hereto as may be demonstrated by prior related business experience or otherwise); and has adequate financial resources and capital to operate the Franchise;Exhibit 8. (g) Buyer has executed Snap-on’s then-current form of Franchise Agreement shall execute a Revolving Promissory Note (the “New Franchise Agreement”"Revolving Note") in the form attached hereto as Exhibit 9 and other ancillary agreements (all Xxxxxxx Xxxxxx shall execute a Guaranty of which may differ from such note in the Franchise Agreement and the ancillary agreements signed by Seller) form attached hereto as Snap-on may require;Exhibit 10. (h) Buyer has paid Snap-on shall execute a security agreement in the applicable transfer fee; and (i) Buyer has executed all agreements necessary in Snap-on’s reasonable business judgment to accomplish form attached hereto as Exhibit 11 securing the transfer Revolving Note 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$375,000 Note.

Seller’s Conditions to Close. The Closing and all Unless waived by Seller in its sole discretion, Seller’s obligations of Seller pursuant to consummate the transactions contemplated by this Agreement is conditioned upon subject to the followingfollowing conditions: (a) Snap-on has not exercised its right (i) the representations and warranties of first refusal with respect to Buyer shall be accurate as of the transactions contemplated by this Agreement; (b) Snap-on has granted its consent to the transaction contemplated by date of this Agreement and entered into Consent to Transfer Agreement shall be true and correct in the form set forth as Exhibit C (the “Consent to Transfer Agreement”); (c) All representations all material respects at and warranties contained in Section 6 are true as of the Closing Date, and (ii) Buyer shall have performed and complied with all covenants and conditions required to be performed and complied with by them at or prior to the Closing Date; (db) Buyer other than approval of the City Council of Seller (which has performed all already occurred pursuant to an adoption of its obligations under an appropriate ordinance approving the transactions contemplated by this Agreement required to be performed as and the Related Agreements), all statutory requirements for the valid consummation of the Closing Date including transactions contemplated herein shall have been fulfilled and all governmental consents, approvals or authorizations necessary for the valid consummation of the transactions contemplated herein shall have been obtained including, but not limited to, the Regulatory Approvals; (c) no action or suit shall have been commenced and no Laws shall have been enacted or proposed that reasonably may be expected to delivery prohibit ownership of the Assets or render Buyer unable to purchase the Assets, or make the sale of the Assets illegal; (d) all agreements consents, approvals and other documents set forth in Section 7.4waivers necessary to permit Seller to transfer the Assets to Buyer as disclosed on Schedule 3.1(d), shall have been obtained, including the Regulatory Approvals; (e) Buyer has executed the Consent to Transfer Agreement and shall have delivered to Seller at Closing a certificate executed by an appropriate representative of Buyer, dated as of the Closing Date, that certifies that the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects as of the Closing Date and that Buyer has performed and complied with all covenants and conditions required by this Agreement to be performed and complied with by any of its obligations thereunder;them at or prior to Closing; and (f) With respect to the Existing EPA Dispute, (i) the EPA shall have provided the Consent Decree Stipulation or (ii) the Buyer shall have demonstrated agreed in writing to Snap-on’s satisfaction that it meets Snap-on’s managerial, operational be bound by and business standards for a new franchisee; has assume the aptitude obligations of the Seller under the Consent Decree with respect to the City System and ability to operate the Franchise Assets (as may be demonstrated by prior related business experience or but not 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.