Common use of Representations, Warranties and Other Conditions Clause in Contracts

Representations, Warranties and Other Conditions. (a) Each of the representations and warranties of the Selling Shareholders contained herein, shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date. (b) The Selling Shareholders shall have performed and complied with the covenants and provisions of this Agreement required to be performed or complied with by it or them at or prior to the Closing Date. (c) The Purchaser shall have received a certificate of each of the Selling Shareholders dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in this Section 7.1. (d) The Purchaser shall have received an opinion or opinions of counsel for the Selling Shareholders, dated the Closing Date, substantially in the form annexed hereto as Exhibit B. (e) The Articles Amendment shall have been approved and adopted by the stockholders of the Company as contemplated by Section 6.5 and shall have been duly filed with the Secretary of State of the State of Delaware. (f) The Company and ▇▇▇▇▇ shall enter into an Agreement at Closing whereby ▇▇▇▇▇ will agree, in consideration of the purchase of his Common Stock, to remain as an executive officer of the Company for up to 5 years and serve at the pleasure of the Board of Directors of the Company. (g) The stockholders of the Company shall have approved the Stockholder Approval Items at the Stockholders Meeting by a majority vote (not counting the shares of Common Stock of the Selling Shareholders for purposes of approving the sale of Franchise Interest) and no legal proceeding has been initiated to enjoin such sale. (h) The Company shall have received a fairness opinion from a recognized firm acceptable to Purchaser, in form and substance satisfactory to Purchaser, stating that the purchaser price paid by ▇▇▇▇▇ for the Franchise Interest is fair and reasonable under the circumstances. (i) ▇▇▇▇▇ shall purchase the Franchise Interest from the Company at a V purchase price and pursuant to the terms of a Purchase Agreement in form and substance acceptable to the Purchaser. (j) Purchaser shall be satisfied in its sole and absolute discretion with the results of its due diligence review of the Company and the matters described herein. (k) The Board of Directors of the Company shall consist of four individuals, two of whom shall be appointed by Purchaser. (l) All proceedings to be taken and all agreements, instruments and documents to be executed and delivered by the Selling Shareholders in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Purchaser and its counsel.