Common use of Conditions to Obligation of Parent Clause in Contracts

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall transactions to be performed by it in connection with the Closing is subject to the fulfillment at or prior to the Closing satisfaction of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and (a) the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement SECTION 3.01 and SECTION 4 above shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on correct at and as of the Closing Date; (b) the Shareholders and Company shall have performed and materially complied with all of their covenants hereunder through the Closing, Shareholders and the Company shall have revoked all prior authorizations with respect to bank accounts and credit lines, and Shareholders and Company shall have revoked all powers of attorney; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Parent to own the Shareholder Stock and to control the Company, or (iv) affect adversely the right of the Company to own its assets and to operate its businesses (and no such closing injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) the Shareholders shall have delivered to Parent a certificate to the effect that each of the conditions specified above in SUBSECTIONS (A) THROUGH (C) is satisfied in all material respects; (e) Shareholders shall have executed and delivered to Parent Noncompetition Agreements in the forms attached as Exhibit A; (f) Parent shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit B attached hereto, addressed to the Parent, and dated as of the Closing Date; (g) Shareholders shall have obtained the execution of, and delivered to Parent a Spousal Consent in the form attached as Exhibit C; (h) Parent shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (i) All necessary consents of and filings with any governmental authority relating to the consummation of the transactions contemplated herein shall have been obtained and made, including, without limitation, all consents for, and filings relating to, the transfer of any franchise agreements, licenses, permits necessary for or customary with the operation of the Business, and no action or proceeding shall have been instituted or threatened to restrain or prohibit the consummation of the transaction contemplated herein, and no governmental authority or body shall have taken any other action or made any request of Subsidiary or Parent as a result of which Subsidiary or Parent deems it inadvisable to proceed with the transactions hereunder; (j) Shareholders shall have delivered to Parent an instrument dated the Closing Date releasing Company from any and all claims of Shareholders against Company arising prior to Closing; (k) Parent, through its authorized representatives, must have completed a satisfactory due diligence review of Company and the Business, including, without limitation, the compliance with federal, state and local laws and regulations governing the respective operations of Company and the Business; and (l) Shareholders and Company shall have taken all such further actions, and delivered to Parent all such further instruments, certificates, and other documents and instruments as Parent shall reasonably requestrequest in writing (such request being received at least two days (2) prior to the Closing Date) to fully evidence or effect the transactions contemplated by this Agreement. All actions to be taken by Shareholders and Company in connection with consummation of the transactions contemplated hereby and all instruments, in each case certificates, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent. Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement may waive any condition specified in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock this SECTION 7.01 if it executes a writing so stating at or prior to the Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub and the Shareholders shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub and the Shareholders set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder received, free and holder clear of Sub Warrants an executed consent agreement in all liens, pledges or encumbrances, all of the form agreed to by issued and outstanding shares of the parties. (All holders capital stock of Notes shall have converted their Notes to Sub Common Stock prior to Closing)Sub. 6.2.8 The Sub All of the bills to Parent of the vendors set forth on Schedule 6.2.8 shall have received been paid in full. 6.2.9 At Closing Parent shall receive financing in an amount not less than $1.5 million aggregate principal amount 200,000 and Parent shall have (a) entered into a Consulting Agreement with Feigenbaum in loans the form set forth as ▇▇▇▇▇▇▇ ▇ attached hereto (the "Consulting Agreement"), (b) paid to Feigenbaum the entire $100,000 con▇▇▇▇▇▇▇ ▇▇e payable to Marvin Feigenbaum pursuant to th▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Section 4 of the terms Consulting Agreement and (c) obtained and have in full force and effect, the officers and directors errors and omissions liability policy covering officers and directors of section 3.2 (c and ethe Parent required under Section 4(a) aboveof the Consulting Agreement.