Common use of Transactions to be Effected Clause in Contracts

Transactions to be Effected. At the Closing, on the terms and subject to the conditions of this Agreement: (i) the Seller shall deliver to the Buyer an appropriately executed and authenticated ▇▇▇▇ of Sale and such other instruments of sale, assignment, transfer and conveyance to the Buyer of the Acquired Assets as the Buyer or its counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Buyer and its counsel; (ii) the Buyer shall deliver to the Seller the Purchase Price by wire transfer to a bank account which shall be designated in writing by the Seller at least two business days prior to the Closing Date; and (iii) the Buyer shall use its commercially reasonable best efforts to cause the Franchisor to terminate the Franchise Agreements as of the Closing and to release the Seller from any and all obligations thereunder (other than the payment of franchisee fees payable thereunder for any periods ending on or prior to the date of Closing). The Agreement pursuant to which such Franchise Agreements are terminated and such obligations of the Seller thereunder are released shall be in form and substance reasonably satisfactory to the Seller and its counsel. The Seller agrees to pay to the Franchisor at the time of Closing all franchise fees payable under or with respect to such Franchise Agreements for all periods ending on or prior to the date of Closing.