Common use of TJC Closing Conditions Clause in Contracts

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and estoppel letter under, the lease attached hereto as Exhibit 2, relating to the premises of the Franchise, in a form reasonably acceptable to TJC (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (h) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations Shareholder’s representations, warranties and warranties covenants in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true true, correct and correct fulfilled on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing, and Seller and the Shareholder shall have delivered to TJC properly executed and notarized releases (in form and substance acceptable to TJC, in its sole and absolute discretion) from any and all third parties from whom waivers, releases and/or approvals are necessary (in TJC’s sole and absolute discretion) to effectuate the transfer of the Assets to TJC free and clear of any and all third party interests, claims, liens or security interests; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating to the Subject Franchise has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(iSchedule 6(h); (f) Seller has terminated all of the Employees as of the Closing Date and paid all wages, bonuses, commissions, vacation and sick pay, benefits and any applicable severance to such Employees as of the Closing Date; and TJC has reached satisfactory rehiring terms with those of the Employees it wants to retain going forward, with such determination to be made in TJC’s sole and absolute discretion; (g) Seller has obtained a consent consents to the assignment of, and estoppel letter letters under, the lease Lease attached hereto as Exhibit 2A, relating to the premises of the Subject Franchise, in a form reasonably acceptable to TJC. (gh) Each TJC has received the approval of its Board of Directors to close the Members transaction contemplated by this Agreement; (i) TJC has completed its due diligence activities under Section 8 above to its satisfaction, with such determination to be made in TJC’s sole and absolute discretion; (j) The Seller and the Shareholder have executed and delivered, in a form reasonably acceptable to TJC, a release releases of all Claims against TJC, its officers, directors, employees, attorneys, agents, successors and assigns, arising prior to the Closing, in form and substance acceptable to TJC in its sole discretion; and (hk) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersManagers’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Managers have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) each member with an ownership interest in Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and estoppel letter under, the lease attached hereto as Exhibit 2, relating to the premises of the Franchise, in a form reasonably acceptable to TJC (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJCPurchaser, a release of all Claims claims against TJCPurchaser, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; (f) Seller has obtained consents to the assignment of, and estoppel letter under, the leases attached hereto as Exhibits 6 and 7, relating to the premises of the Continuing Franchises, in a form reasonably acceptable to TJC; and (hg) Seller TJC has delivered payoff letters obtained all necessary approvals and releases of security interests or liens of any kind from any secured lenders or lessorsconsents to the transaction. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members Member at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersShareholders’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct in all material respects on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct in all material respects as of that date); (b) Seller and the Members Shareholders have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could reasonably have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and an estoppel letter underfrom the counterparty to each of the management services agreements described in Schedule 1(b)(vii), for the Continuing Franchises, in a form reasonably acceptable to TJC; (g) Seller has obtained an estoppel letter under each lease attached hereto as Exhibit Exhibits 1 and 2, relating to the premises of the FranchiseContinuing Franchises, in a form reasonably acceptable to TJC. (gh) Each of [Intentionally left blank.] (i) [Intentionally left blank.] (j) The Seller and the Members Shareholders have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (hk) Seller has delivered payoff letters and releases of security interests or liens from parties claiming a security interest, whether or not perfected, in any of any kind from any secured lenders or lessorsthe Assets. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ Shareholder’s representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained an estoppel letter from the counterparty to each of the management services agreements attached as Exhibits 10 and 11, relating to the Continuing Franchises, in a form reasonably acceptable to TJC; (g) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 16 and 17, relating to the premises of the FranchiseContinuing Franchises, in a form reasonably acceptable to TJC. (gh) Each of Seller has obtained a consent to the Members have executed assignment of, and deliveredestoppel letter under, each stock transfer agreement attached hereto as Exhibits 12 and 13, relating to the Continuing Franchises, in a form reasonably acceptable to TJC, . (i) Seller has obtained a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior consent to the Closingassignment of, and estoppel letter under, each medical direction agreement attached hereto as Exhibits 14 and 15, relating to the Continuing Franchises, in a form reasonably acceptable to TJC; and (hj) Seller has delivered payoff letters and releases of security interests or liens of any kind from [any secured lenders or lessors]. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersShareholders’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholders have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered an estoppel letter from the counterparty to TJC all consents listed on Schedules 6(c) and 6(i);each of the Management Agreements attached as Exhibits 7 through 10, relating to the Continuing Franchises, in a form reasonably acceptable to TJC; and (f) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 11 through 14, relating to the premises of the FranchiseContinuing Franchises, in a form reasonably acceptable to TJC (g; provided, however, that the condition set forth in this Section 9(f) Each may be met by Seller’s providing of the Members have executed consents to assignment and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the estoppel letters described herein within 45 days after Closing; and (h) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 3 and 4 (the “Assigned Leases”), relating to the premises of the FranchiseSubject Franchises, in a form reasonably acceptable to TJC; (f) Xxxx has executed and delivered to TJC a franchise termination agreement in a form reasonably acceptable to TJC, relating to the termination of the License; (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (h) Seller has delivered a payoff letters letter and releases release of security interests or liens of any kind claims from any secured lenders or lessorsUnion Bank. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Member at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained an estoppel letter from the counterparty to each of the management services agreements described in Schedule 1(b)(vii) for the Continuing Franchise, in a form reasonably acceptable to TJC; (g) Seller has obtained a consent to the assignment (if required by the terms of the lease) of, and estoppel letter under, each lease attached hereto as Exhibit 1, relating to the premises of the Continuing Franchise, in a form reasonably acceptable to TJC. (h) Seller has obtained a consent to the assignment of, and estoppel letter under, the lease attached hereto as Exhibit 2each membership interests transfer agreement described in Schedule 1(b)(viii), relating to the premises of the Continuing Franchise, in a form reasonably acceptable to TJC; (gi) Each of Seller has obtained a consent to the assignment of, and estoppel letter under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Continuing Franchise, in a form reasonably acceptable to TJC; (j) The Seller and the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (hk) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessorsM&T Bank. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Member at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 3 and 4 (the “Assigned Leases”), relating to the premises of the FranchiseSubject Franchises, in a form reasonably acceptable to TJC; (f) Rxxx has executed and delivered to TJC a franchise termination agreement in a form reasonably acceptable to TJC, relating to the termination of the License; (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (h) Seller has delivered a payoff letters letter and releases release of security interests or liens of any kind claims from any secured lenders or lessorsUnion Bank. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Member at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations Shareholder’s representations, warranties and warranties covenants in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true true, correct and correct fulfilled on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing, and Seller and the Shareholder shall have delivered to TJC properly executed and notarized releases (in form and substance acceptable to TJC, in its sole and absolute discretion) from any and all third parties from whom waivers, releases and/or approvals are necessary (in TJC’s sole and absolute discretion) to effectuate the transfer of the Assets to TJC free and clear of any and all third party interests, claims, liens or security interests; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating to the Subject Franchise has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(iSchedule 6(h); (f) Seller has terminated all of the Employees as of the Closing and paid all wages, bonuses, commissions, vacation and sick pay, benefits and any applicable severance to such Employees as of the Closing; and TJC has reached satisfactory rehiring terms with those of the Employees it wants to retain going forward, with such determination to be made in TJC’s sole and absolute discretion; (g) Seller has obtained a consent consents to the assignment of, and estoppel letter letters under, the lease Leases attached hereto as Exhibit 2A, relating to the premises of the FranchiseSubject Franchises, in a form reasonably acceptable to TJC (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and. (h) Seller TJC has delivered payoff letters and releases received the approval of security interests or liens its Board of any kind from any secured lenders or lessors. TJC may waive any condition specified in Directors to close the transaction contemplated by this Section 9 by a written waiver delivered to Seller or the Members at any time prior to or at Closing.Agreement;

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersShareholders’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholders have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating to the Subject Franchises has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained an estoppel letter from the counterparty to each of the management services agreements described in Schedule 1(b)(vii) for the Continuing Franchise, in a form reasonably acceptable to TJC; (g) Seller has obtained a consent to the assignment of, and estoppel letter under, the lease attached hereto as Exhibit 2A, relating to the premises of the Continuing Franchise, in a form reasonably acceptable to TJC. (gh) Each of Seller has obtained a consent to the Members assignment of, and estoppel letter under, each stock transfer agreement described in Schedule 1(b)(viii), relating to the Continuing Franchise, in a form reasonably acceptable to TJC; (i) Seller has obtained a consent to the assignment of, and estoppel letter under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Continuing Franchise, in a form reasonably acceptable to TJC; (j) The Seller and the Shareholders have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and (hk) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessorsSCE Federal Credit Union. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ representations Shareholder’s representations, warranties and warranties covenants in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true true, correct and correct fulfilled on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing, and Seller and the Shareholder shall have delivered to TJC properly executed and notarized releases (in form and substance acceptable to TJC, in its sole and absolute discretion) from any and all third parties from whom waivers, releases and/or approvals are necessary (in TJC’s sole and absolute discretion) to effectuate the transfer of the Assets to TJC free and clear of any and all third party interests, claims, liens or security interests; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating to the Subject Franchises has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and an estoppel letter under, from the lease attached hereto as Exhibit 2, relating counterparty to the premises each of the Franchisemanagement services agreements described in Schedule 1(b)(vii) for the Subject Franchises, in a form reasonably acceptable to TJC; (g) Each Seller has obtained consents to the assignment of, and estoppel letters under, the leases attached hereto as Exhibit A, relating to the premises of the Members Subject Franchises, in a form reasonably acceptable to TJC. (h) Seller has obtained consents to the assignment of, and estoppel letters under, each stock transfer agreement described in Schedule 1(b)(viii), relating to the Subject Franchises, in a form reasonably acceptable to TJC; (i) Seller has obtained consents to the assignment of, and estoppel letters under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Subject Franchises, in a form reasonably acceptable to TJC; (j) The Seller and the Shareholder have executed and delivered, in a form reasonably acceptable to TJC, a release releases of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing, in form and substance acceptable to TJC in its sole discretion; and (hk) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersShareholders’ representations representations, warranties and warranties covenants in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true true, correct and correct fulfilled on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholders have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing, and Seller and the Shareholders shall have delivered to TJC properly executed and notarized releases (in form and substance acceptable to TJC, in its sole and absolute discretion) from any and all third parties from whom waivers, releases and/or approvals are necessary (in TJC’s sole and absolute discretion) to effectuate the transfer of the Assets to TJC free and clear of any and all third party interests, claims, liens or security interests; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating to the Subject Franchises has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained a consent to the assignment of, and an estoppel letter under, from the lease attached hereto as Exhibit 2, relating counterparty to the premises each of the Franchisemanagement services agreements described in Schedule 1(b)(vii) for the Subject Franchises, in a form reasonably acceptable to TJC; (g) Each Seller has obtained consents to the assignment of, and estoppel letters under, the leases attached hereto as Exhibit A, relating to the premises of the Members Subject Franchises, in a form reasonably acceptable to TJC. (h) Seller has obtained consents to the assignment of, and estoppel letters under, each stock transfer agreement described in Schedule 1(b)(viii), relating to the Subject Franchises, in a form reasonably acceptable to TJC; (i) Seller has obtained consents to the assignment of, and estoppel letters under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Subject Franchises, in a form reasonably acceptable to TJC; (j) The Seller, the Shareholders and any and all other parties deemed necessary by TJC (including, without limitation, Xxxxx Xxxxxxxxx) have executed and delivered, in a form reasonably acceptable to TJCTJC and its counsel, a release releases of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing, in form and substance reasonably acceptable to TJC and its counsel; and (hk) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the MembersThe Selling Parties’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members The Selling Parties have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s Selling Parties’ assets, financial condition, operations, operating results or prospects relating to the Subject Franchises has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has The Selling Parties have obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained an estoppel letter from the counterparty to each of the management services agreements attached as Exhibits 6 - 8, relating to the Continuing Franchises, in a form reasonably acceptable to TJC; (g) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 9-11, relating to the premises of the FranchiseContinuing Franchises, in a form reasonably acceptable to TJC (g) Each of the Members have executed and delivered, in a form reasonably acceptable to TJC, a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior to the Closing; and. (h) Seller has delivered payoff letters and releases of security interests or liens of any kind from any secured lenders or lessors; and (i) TJC and Dxxxxx Xxxxxxx have entered into an agreement in a form acceptable to TJC terminating that certain Regional Development Agreement dated September 15, 2011 relating to Orange County, California. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s Sellers’ and the MembersShareholders’ representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller Sellers and the Members Shareholders have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s Sellers’ assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has Sellers have obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has Sellers have obtained an estoppel letter from the counterparty to each of the management services agreements described in Schedule 1(b)(vii) for the Continuing Franchises, in a form reasonably acceptable to TJC; (g) Sellers have obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 1-3, relating to the premises of the Franchise, in a form reasonably acceptable to TJC (g) Each of the Members have executed and deliveredContinuing Franchises, in a form reasonably acceptable to TJC, except for the Huntington Beach West franchise location. The parties agree to consummate the Closing without the estoppel letter from the landlord for the Huntington Beach West franchise location (the “Huntington Beach Estoppel”). Sellers agree that if the Huntington Beach Estoppel reveals that there is a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior non-monetary default under the lease relating to the ClosingHuntington Beach West franchise location (the “Huntington Beach Lease”), and it is impossible or commercially impracticable to cure such default, TJC may rescind this Agreement as it relates to the Huntington Beach location only. TJC shall exercise its right of recission within fifteen (15) days after TJC receives the Huntington Beach Estoppel by notifying Sellers in writing that it is exercising its right of recission. The rescission notice shall specify the bases for the rescission. Within five business days after receipt of such notice, Sellers shall wire to an account designated by TJC in immediately available funds, the amount of $270,000 representing the purchase price for the Assets used in connection with the business conducted at the Huntington Beach location (the “Huntington Beach Assets”), provided that TJC shall first execute and deliver to Sellers such instruments as are required to return the Huntington Beach Assets to Clear Path. If the Huntington Beach Estoppel reveals that there is a default under the Huntington Beach Lease that is curable solely by the payment of money, Sellers shall pay all amounts required to cure such default as an Adjustment in accordance with Section 4(d) herein. (h) Sellers have obtained a consent to the assignment of, and estoppel letter under, each stock transfer agreement described in Schedule 1(b)(viii), relating to the Continuing Franchises, in a form reasonably acceptable to TJC. (i) Sellers have obtained a consent to the assignment of, and estoppel letter under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Continuing Franchises, in a form reasonably acceptable to TJC; and (hj) Seller has Sellers have delivered payoff letters and releases of security interests or liens from parties claiming a security interest, whether or not perfected, in any of any kind from any secured lenders or lessorsthe Assets. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller Sellers or the Members a Shareholder at any time prior to or at Closing.

TJC Closing Conditions. Except as provided herein, TJC’s obligation to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”) at or prior to Closing: (a) Seller’s and the Members’ Shareholder’s representations and warranties in Section 6, as qualified or limited by any exceptions in the Schedules to Section 6, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) Seller and the Members Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) no material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects has occurred since the date of this Agreement; (d) no suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other relief in connection with the transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction; (e) Seller has obtained and delivered to TJC all consents listed on Schedules 6(c) and 6(i); (f) Seller has obtained an estoppel letter from the counterparty to each of the management services agreements described in Schedule 1(b)(vii) for the Continuing Franchises, in a form reasonably acceptable to TJC; (g) Seller has obtained a consent to the assignment of, and estoppel letter under, the each lease attached hereto as Exhibit 2Exhibits 1 and 2 , relating to the premises of the FranchiseContinuing Franchises, in a form reasonably acceptable to TJC. (gh) Each of Seller has obtained a consent to the Members have executed assignment of, and deliveredestoppel letter under, each stock transfer agreement described in Schedule 1(b)(viii), relating to the Continuing Franchises, in a form reasonably acceptable to TJC, . (i) Seller has obtained a release of all Claims against TJC, its officers, directors, employees, agents, successors and assigns, arising prior consent to the Closingassignment of, and estoppel letter under, each medical direction agreement described in Schedule 1(b)(ix), relating to the Continuing Franchises, in a form reasonably acceptable to TJC; and (hj) Seller has delivered payoff letters and releases of security interests or liens from parties claiming a security interest, whether or not perfected, in any of any kind from any secured lenders or lessorsthe Assets. TJC may waive any condition specified in this Section 9 by a written waiver delivered to Seller or the Members Shareholder at any time prior to or at Closing.