Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by Seller. (b) Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by Seller. (c) Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) From the Effective Date to the Closing Date, none of the Fee Properties shall have suffered from a Material Adverse Effect. (e) Seller shall have obtained all consents and approvals listed on Schedule 5.2. (f) The transactions contemplated in the Stock Purchase Agreement shall have been consummated. (g) Seller shall have executed and delivered the Escrow Agreement and funded the same with all amounts required by the Stock Purchase Agreement.

Purchaser’s Conditions Precedent. The obligations obligation of Purchaser to consummate the transactions contemplated by this Agreement are subject to each proceed with Closing is contingent upon all of the following conditionsconditions being satisfied as of the Closing Date: (ai) The representations Seller’s Representations and warranties made by Seller in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which Warranties shall be true and correct) when made and on and correct as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by SellerDate. (bii) No court order, injunction, legal action, suit or other legal proceeding shall be pending against Seller shall have performed and complied in all material respects with all provisions as of this Agreement required to be performed or complied with by Seller before or at Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by Seller. (c) Seller shall have executed and delivered to Purchaser at the Closing each Date seeking to restrain or prohibit in any material respect the purchase and sale of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate or the consummation of the transactions contemplated by this Agreement. (d) From the Effective Date to the Closing Date, none of the Fee Properties shall have suffered from a Material Adverse Effect. (eiii) Seller shall have obtained delivered all consents of the documents to be executed by Seller in connection with Closing, and approvals listed on Schedule 5.2Seller shall have performed all other material obligations to be performed by Seller at or prior to the Closing. (fiv) The transactions contemplated condition of title to the Property shall be as required by Section 4 of this Agreement. (v) Converge shall have obtained the Land Use Approvals. (vi) Neither Purchaser nor Converge shall be in default under the Stock Purchase Agreement Converge Contract, and Purchaser and Converge shall be prepared to proceed to a concurrent closing pursuant to the Converge Contract. (vii) The Lease Termination shall have been consummatedexecuted and delivered by ▇▇▇▇▇▇ and Purchaser to Escrow Agent be held in escrow and released upon Closing. (gviii) Seller The New Virginia Tech Lease shall have been executed and delivered the by Converge and Seller to Escrow Agreement Agent to be held in escrow and funded the same with all amounts required by the Stock Purchase Agreementreleased upon Closing.

Purchaser’s Conditions Precedent. The Notwithstanding anything in this Agreement to the contrary, the obligations of Purchaser to consummate complete the transactions contemplated by this Agreement Closing are subject to each the satisfaction of the following additional conditions, or the written waiver of same by Purchaser, on or prior to Closing: (a) The representations and warranties made by Seller Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (b) Seller Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller Sellers before or at Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (c) Seller Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) From the Effective Date to the Closing Date, none The applicable Seller shall have executed a lease of the Fee Properties shall have suffered from a Material Adverse EffectSubways (2) locations the form of which is set out in Exhibit 9.1(e). (e) Seller Purchaser shall have obtained all consents received the Title Commitments and approvals listed on Schedule 5.2surveys required under Section 8.9. (f) The transactions contemplated At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in the Stock Purchase Agreement shall have been consummatedaggregate. (g) There shall not have been after the Effective Date: (i) any Material Adverse Change in any of the Seller’s operations at the Locations or any of the Assets; or (ii) any sale, assignment or transfer by any Seller of any of the Assets other than in the normal, regular and customary course of business. For purposes of this Agreement, wherever it is used, “Material Adverse Change” or “Material Adverse Effect” shall mean any event, occurrence, development or state of circumstances or facts which individually or in the aggregate has had or is reasonably expected to result in or have a material adverse effect upon the financial condition, results of operation, business, properties, prospects, condition or operations of a material portion of the Assets or the respective Seller’s operations at the Locations; provided, however, that in determining whether there has been a material adverse change or effect, any adverse effect attributable to the following shall be disregarded: (i) general economic business or financial market conditions, including, without limitation, conditions affecting generally the industries, businesses and customers served by the Locations; (ii) the announcement of this Agreement; (iii) the breach by Purchaser of this Agreement; or (iv) any change in legal requirements or generally accepted accounting principles or interpretations thereof that apply to the applicable Seller’s operation of the Locations. (h) No action or proceeding before a court or any other governmental agency or body shall have executed been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement, and delivered no governmental agency or body shall have taken any action or made any request of any party to this Agreement as a result of which Purchaser reasonably and in good faith determines that such action or request would be likely to prevent operation of the Escrow Agreement and funded the same with all amounts required Locations substantially as presently conducted by the Stock Purchase Agreementapplicable Seller or which would be likely to Materially Adversely Effect the marketability or value of the Assets. (i) Purchaser shall have obtained (i) state and county UCC searches regarding Sellers and the Assets showing no liens, encumbrances, easements or restrictions against any of the Assets other than those which Sellers agree to remove on or before Closing; and (ii) judgment, bankruptcy and tax lien searches confirming that there are no judgments or tax liens against the Sellers and/or the Assets which shall not be removed at Closing and that no Seller has been declared bankrupt.

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of ClosingClosing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by Selleran authorized officer of each Sellers. (b) Seller Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller Sellers before or at Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by each Seller. (c) Seller Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, none of the Fee Properties there shall not have suffered from a been any Material Adverse EffectEffect on the Company. (ef) Each Seller shall have obtained executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.25.2 hereto. (fh) The transactions contemplated Closing (as defined in the Stock Purchase Agreement and Sale Agreement) shall have been consummated. (gi) Seller The Company shall have executed and delivered distributed to the Escrow Agreement and funded the same with Sellers all amounts required proceeds received by the Stock Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material”, “Material Adverse Effect” or similar words or which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by SellerSellers. (b) Seller Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller Sellers before or at Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by each Seller. (c) Seller Sellers, Company and Purchased Subsidiary shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all Indebtedness either prior to or simultaneous with Closing. (e) From the Effective Date date hereof to the Closing Date, none of the Fee Properties there shall not have suffered from a been any Material Adverse EffectEffect on Company, the Assets or the Locations. (ef) Each Seller shall have obtained executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused Company to obtain all consents and approvals listed on Schedule 5.25.2 hereto. (fh) The satisfaction by Team Investments of all the conditions precedent to closing set forth in Section 9.2 of that certain Purchase and Sale Agreement (except for such conditions which by their terms were intended to be satisfied at the closing) and Team Investments’ simultaneous closing (or being ready, willing and able to close) on the transactions contemplated in the Stock that certain Purchase Agreement shall have been consummatedand Sale Agreement. (gi) Seller shall have executed and delivered the Escrow Agreement and funded the same with paid all amounts required due and owing under any Benefit Plans, including any amounts under any deferred compensation plans, stay bonus agreements, or any plan or Contract which becomes due as a result of the transactions contemplated by this Agreement or the Stock Purchase and Sale Agreement. (j) The 401(k) Plan and each of the Nonqualified Plans shall have been terminated by Company. (k) Purchaser shall be in possession of the following Permits and Environmental Permits: (x) for the licenses identified on Schedule 5.10 under the headings “Tobacco Licenses,” “Beer Licenses,” “Liquor Licenses” and “Gasoline Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 95% of the of total LTM Store Level EBITDA for the twelve month period ended November 30, 2014 and (y) for the licenses identified on Schedule 5.10 under the headings “Soda Licenses,” “Food Processing Licenses,” “Minnow Licenses,” “Video Licenses” and “Fire Protection Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 75% of the total LTM Store Level EBITDA for the twelve month period ended November 30, 2014. (l) SuperAmerica shall have consented to the consummation of the transactions contemplated in this Agreement, and to the extent that SuperAmerica has not exercised the SuperAmerica ROFR with respect to some or all the Expired SuperAmerica Locations, except as otherwise agreed by Purchaser and Sellers, Purchaser and SuperAmerica shall have entered into amendments to the applicable SuperAmerica Franchise Agreements for such Expired SuperAmerica Locations, in a form reasonably acceptable to Purchaser and Sellers. (m) Except with respect to Locations 1 and 35, Company shall be the record owner of all of the Owned Real Properties.

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material”, “Material Adverse Effect” or similar words or which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by SellerSellers. (b) Seller Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller Sellers before or at Closing. Purchaser shall have received from Seller Sellers at Closing, Closing satisfactory certificates to such effect signed by each Seller. (c) Seller Sellers, Company and Purchased Subsidiary shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all Indebtedness either prior to or simultaneous with Closing. (e) From the Effective Date date hereof to the Closing Date, none of the Fee Properties there shall not have suffered from a been any Material Adverse EffectEffect on Company, the Assets or the Locations. (ef) Each Seller shall have obtained executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused Company to obtain all consents and approvals listed on Schedule 5.25.2 hereto. (fh) The satisfaction by Team Investments of all the conditions precedent to closing set forth in Section 9.2 of that certain Purchase and Sale Agreement (except for such conditions which by their terms were intended to be satisfied at the closing) and Team Investments’ simultaneous closing (or being ready, willing and able to close) on the transactions contemplated in the Stock that certain Purchase Agreement shall have been consummatedand Sale Agreement. (gi) Seller shall have executed and delivered the Escrow Agreement and funded the same with paid all amounts required due and owing under any Benefit Plans, including any amounts under any deferred compensation plans, stay bonus agreements, or any plan or Contract which becomes due as a result of the transactions contemplated by this Agreement or the Stock Purchase and Sale Agreement. (j) The 401(k) Plan and each of the Nonqualified Plans shall have been terminated by Company. (k) Purchaser shall be in possession of the following Permits and Environmental Permits: (x) for the licenses identified on Schedule 5.10 under the headings “Tobacco Licenses,” “Beer Licenses,” “Liquor Licenses” and “Gasoline Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 95% of the of total LTM Store Level EBITDA for the twelve month period ended November 30, 2014 and (y) for the licenses identified on Schedule 5.10 under the headings “Soda Licenses,” “Food Processing Licenses,” “Minnow Licenses,” “Video Licenses” and “Fire Protection Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 75% of the total LTM Store Level EBITDA for the twelve month period ended November 30, 2014.

Purchaser’s Conditions Precedent. The obligations obligation of Purchaser to consummate purchase Vendor's interest in and to the transactions contemplated by this Agreement are Assets is subject to each of the following conditions:conditions precedent, which are for the exclusive benefit of Purchaser and may be waived by Purchaser in the manner herein provided for notice under clauses 11.1(a)(i) or (ii): (a) The from the date of this Agreement to the Closing Date, there shall have been no material, adverse damage or change to the Assets; (b) the representations and warranties made by Seller in this Agreement of Vendor shall be true and correct in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations Date and warranties were made on and as of Closing. Purchaser a Certificate to that effect shall have received from Seller been delivered by Vendor to Purchaser at Closing, satisfactory certificates to such effect signed by Seller.; and (bc) Seller all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed and complied in all material respects with all provisions of this Agreement required and a Certificate to be performed or complied with by Seller before or at Closing. Purchaser that effect shall have received from Seller at Closing, satisfactory certificates to such effect signed been delivered by Seller. (c) Seller shall have executed and delivered Vendor to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this AgreementClosing. (d) From the Effective Date to the Closing Date, none of the Fee Properties Vendor shall have suffered from a Material Adverse Effectdelivered to Purchaser the General Conveyance, the Specific conveyances, and all other documents required to be delivered at Closing as specified herein. (e) Seller Vendor shall have obtained delivered to Purchaser, at no cost to Purchaser, registrable discharges of all consents and approvals listed on Schedule 5.2.security interests affecting the Assets or "no interest" letters, acceptable to Purchaser, with respect to (f) The transactions contemplated in the Stock Purchase Agreement shall Rights of First Refusal: All Rights of First Refusal will have been consummated. (g) Seller shall have executed and delivered the Escrow Agreement and funded the same with all amounts required exercised, been waived or lapsed by the Stock Purchase Agreementeffluxion of time at or prior to the Closing Date.

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller and Property Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing Date as though such representations and warranties were made on and as of Closingthe Closing Date. Purchaser shall have received from Seller and Property Sellers at Closing, the Closing a satisfactory certificates certificate to such effect signed by SellerSeller and Property Sellers. (b) Seller Seller, Shareholder and Property Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller Seller, Shareholder and/or Property Sellers before or at Closing. Purchaser shall have received from Seller and Property Sellers at Closing, the Closing a satisfactory certificates certificate to such effect signed by Seller.Seller and Property Sellers. {B0968884.12} (c) Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Property Sellers shall have executed and delivered to Purchaser at the Closing each of the Property Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (e) From the Effective Date to the Closing Date, none of the Fee Properties there shall not have suffered from a been any Material Adverse Effect. (ef) Seller and Property Sellers shall have obtained all consents and approvals listed on Schedule 5.2. (f) The transactions contemplated in the Stock Purchase Agreement shall have been consummated5.2 and Schedule 6.3. (g) The closing under the Terminal Purchase Agreement and the Circle K Purchase Agreement are consummated contemporaneously with the Closing. (h) FIRPTA affidavit duly executed by Seller and Property Sellers. (i) The (i) marked-up commitments by the title insurance company to issue the Title Policies and (ii) the Surveys have been received by Purchaser. (j) Provided that Purchaser has applied for the below-referenced Permits within thirty (30) days of the Effective Date, Purchaser shall have executed and delivered the Escrow Agreement and funded the same with obtained all amounts Permits required by Law for the Stock Purchase operation and/or ownership of the Business and each of the Locations and other Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in the event that Purchaser is unable to obtain all such Permits by Closing, the Purchaser shall be permitted to extend Closing and the Outside Date for up to an additional thirty (30) days for the purpose of obtaining such Permits. (k) Purchaser shall have obtained (i) state and county UCC searches regarding Seller, the Property Sellers and the Purchased Assets showing no liens, encumbrances, easements or restrictions other than the Permitted Encumbrances and those which Seller or the respective Property Seller agrees to remove on or before Closing; and (ii) judgment, bankruptcy and tax lien searches confirming that there are no judgments or tax liens against Seller, the Property Sellers and/or the Purchased Assets which shall not be removed at Closing and that neither Seller nor any of the Property Sellers have been declared bankrupt.