CONDITIONS TO OBLIGATIONS OF THE PARTIES; DELIVERIES. All obligations of the parties under this Agreement are subject to the fulfillment, prior to the Closing, of all conditions precedent and to performance of all covenants and agreements and completion of all deliveries contemplated herein, unless specifically waived in writing by the party entitled to performance or to demand fulfillment of the covenant or delivery of the documents.
CONDITIONS TO OBLIGATIONS OF THE PARTIES; DELIVERIES. All obligations of the Parties under this Agreement are subject to the fulfillment, prior to the Closing Date, of all conditions precedent and to performance of all covenants and agreements and completion of all deliveries contemplated herein, unless specifically waived in writing by the Parties entitled to performance of the covenant or delivery of the documents. Purchaser's obligations to purchase and pay for the Purchased Assets are further subject to the representations and warranties of Seller being true and correct in all material respects on the Closing Date, and the obligation of Seller to sell, transfer, assign, convey and deliver the Purchased Assets is further subject to the representations and warranties of Purchaser being true and correct in all material respects on the Closing Date. Conversely, Seller's obligations to accept the Exchanged Assets are further subject to the representations and warranties of Gruesers and Purchaser being true and correct in all material respects on the Closing Date, and the obligation of Gruesers and Purchaser to transfer, assign, convey and deliver the Exchanged Assets is further subject to the representations and warranties of the Seller being true and correct in all material respects on the Closing Date.
CONDITIONS TO OBLIGATIONS OF THE PARTIES; DELIVERIES. All obligations of the parties under this Agreement are subject to the fulfillment, prior to the Closing, of all conditions precedent and to performance of all covenants and agreements and completion of all deliveries contemplated herein, unless specifically waived in writing by the party entitled to performance or to demand fulfillment of the covenant or delivery of the documents. Purchaser's obligations to purchase and pay for the Control Shares are further subject to the representations and warranties of Franchise Connection and Shareholders being true and correct at the Closing, and the obligation of the Shareholders to sell, transfer, assign, convey and deliver the Control Shares is further subject to the representations and warranties of Purchaser being true and correct at the Closing.
