Common use of Seller’s Obligation Clause in Contracts

Seller’s Obligation. The obligation of the Seller to sell, assign, transfer and deliver the Acquired Assets to the Buyer is subject to the satisfaction or waiver as of the Closing of the following conditions: (i) The representations and warranties of the Buyer made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer of the Buyer confirming the foregoing; (ii) The conditions contemplated by Section 3(a)(ii) shall have been satisfied; and (iii) The Franchise Agreements shall have been terminated as of the Closing and the Seller shall have been released from all liability thereunder (other than the payment of franchise fees accrued and unpaid to the date of the Closing), and the Seller shall have received a document evidencing such termination and release in form and substance reasonably satisfactory to the Seller and its counsel.

Seller’s Obligation. The obligation of the Seller Sellers to sell, ------------------- assign, transfer and deliver the Acquired Assets to the Buyer is subject to the satisfaction (or waiver by all of the Sellers acting together) as of the Closing of the following conditions: (i) The representations and warranties of the Buyer made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Seller Closing Escrow Agent a certificate dated the Closing Date and signed by an authorized officer of the Buyer confirming the foregoing;. (ii) The conditions contemplated by Section Sections 3(a)(ii), 3(a)(iii), 3(a)(vi) and 3(a)(vii) shall have been satisfied; and (iii) The Franchise Agreements Buyer shall have been terminated as of executed and delivered to the Closing and Escrow Agent the Seller shall have been released from all liability thereunder (other than the payment of franchise fees accrued and unpaid to the date of the Closing), and the Seller shall have received a document evidencing such termination and release in form and substance reasonably satisfactory to the Seller and its counselCentennial Escrow Agreement.

Seller’s Obligation. The obligation of the Seller to sell, assign, transfer sell and deliver the Acquired Assets to the Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditionscondi- tions: (i) The representations and warranties of the Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, Closing Date as though made on and as of the Closing Date, and the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer of the Buyer confirming the foregoing;. (ii) The conditions contemplated by Section 3(a)(ii) shall have been satisfied; and (iii) The Franchise Agreements shall have been terminated as of the Closing and the Seller shall have been released from all liability thereunder (other than the payment of franchise fees accrued and unpaid to the date of the Closing), and the Seller shall have received a document evidencing such termination and release an opinion dated the Closing Date of XxXxxxxxx Xxxxxx, counsel to Buyer, in form and substance reasonably satisfactory to Seller. (iii) The waiting period under the HSR Act shall have expired or been terminated. (iv) Buyer shall have delivered to Seller the following documents, certified by the Secretary or any Assistant Secretary of Buyer, as appropriate: (A) copies of its certificate of incorporation, by-laws and its counsel.the resolution or resolutions of Buyer authorizing the transactions contemplated hereby; (B) a document evidencing the authority and incumbency of the persons executing documents on behalf of Buyer relating to the transactions contemplated hereby; (C) the Assumption Agreement; and

Seller’s Obligation. The obligation of the Seller to sell, assign, transfer sell and ------------------- deliver the Acquired Assets to the Buyer is subject to the satisfaction or waiver as of the Closing of each of the following conditions:conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion): (i) The representations and warranties of the Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the ClosingClosing Date, as though made on and as of the Closing Date, except for representations and the warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Buyer shall have performed or complied in all material respects with all the obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer the President or a Vice President of the Buyer confirming the foregoing;. (ii) The conditions contemplated by Section 3(a)(ii) No Law or Order shall have been satisfied; andbe in effect as of the Closing which restrains, prohibits or otherwise makes illegal the purchase and sale of the Assets. (iii) The Franchise Agreements waiting period under the HSR Act shall have expired or been terminated as of the Closing and the Seller terminated. (iv) Buyer shall have been released from tendered delivery to Seller of all liability thereunder (other than the payment of franchise fees accrued and unpaid deliveries due to the date of the Closing), and the Seller shall have received a document evidencing such termination and release in form and substance reasonably satisfactory it pursuant to the Seller and its counsel.Section 2(a)(i) hereof. ---------------

Seller’s Obligation. The obligation of the Seller to sell, assign, transfer and deliver the Acquired Assets to the Buyer is subject to the satisfaction or waiver as of the Closing of the following conditions: (i) The representations and warranties of the Buyer made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer of the Buyer confirming the foregoing;; and (ii) The conditions contemplated by Section 3(a)(ii) shall have been satisfied; and (iii) The Franchise Agreements shall have been terminated as of the Closing and the Seller shall have been released from all liability thereunder (other than the payment of franchise fees accrued and unpaid to the date of the Closing), and the Seller shall have received a document evidencing such termination and release in form and substance reasonably satisfactory to the Seller and its counsel.

Seller’s Obligation. The obligation of the Seller to sell, assign, transfer sell and deliver the Acquired Assets and the Shares to the Buyer Buyers is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions: (i) The representations and warranties of the Buyer Buyers made in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the Closing, Closing Date as though made on and as of the Closing Date, and the each Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the such Buyer by the time of the Closing; and the each Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an authorized officer of the such Buyer confirming the foregoing;. (ii) The conditions contemplated by Section 3(a)(ii) shall have been satisfied; and (iii) The Franchise Agreements shall have been terminated as of the Closing and the Seller shall have been released from all liability thereunder (other than the payment of franchise fees accrued and unpaid to the date of the Closing), and the Seller shall have received a document evidencing such termination and release an opinion dated the Closing Date of XxXxxxxxx Xxxx,s, counsel to Buyers, in form and substance reasonably satisfactory to Seller. (iii) The waiting period under the HSR Act shall have expired or been terminated. (iv) Each Buyer shall have delivered to Seller the following documents, certified by the Secretary or any Assistant Secretary of such Buyer, as appropriate: (A) copies of the certificate of incorporation and its counsel.by-laws of such Buyer and of the resolution or resolutions of such Buyer authorizing the transactions contemplated hereby; (B) a document evidencing the authority and incumbency of the persons executing documents on behalf of such Buyer relating to the transactions contemplated hereby; (C) the Note; (D) the Assumption Agreement; and