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 Purchaser 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 Purchaser shall have performed and complied with the covenants and provisions in this Agreement required herein to be performed or complied with by it at or prior to the Closing, Date. (c) The Selling, Shareholders shall have received a certificate of the Purchaser, dated as of the Closing Date and signed by an officer of the Purchaser, certifying as to the fulfillment of the conditions set forth in this Section 8.1. (d) 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. (e) All proceedings to be taken and all agreements, instruments and documents to be executed and delivered by the Purchaser in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to The Selling Shareholders and their respective counsel.

Representations, Warranties and Other Conditions. (a) Each of the representations and warranties of the Purchaser 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 Purchaser shall have performed and complied with the covenants and provisions in this Agreement required herein to be performed or complied with by it at or prior to the Closing, Date. (c) The Selling, Shareholders shall have received a certificate of the Purchaser, dated as of the Closing Date and signed by an officer of the Purchaser, certifying as to the fulfillment of the conditions set forth in this Section 8.18. 1. (d) 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. (e) All proceedings to be taken and all agreements, instruments and documents to be executed and delivered by the Purchaser in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to The Selling Shareholders and their respective counsel.