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      8.1 Orders Prohibiting Consummation of Transactions.

      At the Closing Date, there shall exist no applicable law, rule,
regulation, order, judgment or injunction the effect of which is to prohibit
consummation of the transactions contemplated by this Agreement, other than any
rule, regulation or order relating to Franchises, which shall be governed by
Section 9.8 hereof.

      8.2 HSR Act.

      All necessary pre-merger notification filings required under the HSR Act
will have been made with the Federal Trade Commission and the United States
Department of Justice and the prescribed waiting periods (and any extensions
thereof) will have expired or been terminated.

                                   ARTICLE IX

      All obligations of Buyer under this Agreement are subject to the
fulfillment (or waiver in whole or in part by Buyer in writing) on or before the
Closing Date (or such earlier date as may be specified), of each of the
following conditions:

      9.1 Compliance with Agreement.

      The Company and Sellers shall have performed and complied in all material
respects with all of their obligations under this Agreement to be performed by
them at or prior to Closing and there shall be no material uncured default of
the Company or Sellers under any term of this Agreement. Without limiting the
generality of the foregoing, all Purchased Interests shall have been tendered
for sale to Buyer, using instruments of conveyance in form and substance
reasonably satisfactory to Buyer, accompanied by all certificates, if any exist,
representing certificated Purchased Interests.

      9.2 Correctness of Representations and Warranties.

      Each of the representations and warranties of the Company and Sellers set
forth in this Agreement shall be true and correct in all respects on the Closing
Date (without giving effect to the materiality or Material Adverse Effect
qualifiers set forth therein) with the same force and effect as if such
representations and warranties had been made on and as of such date (except to
the extent such representations and warranties expressly speak as of an earlier
date (other than the general qualifiers in the lead in to Articles IV, V and
VI)), except for such failures to be true and correct that would not in the
aggregate have a Material Adverse Effect.

      9.3 No Adverse Change in Business or Properties.

      Since December 31, 1998, there shall not have been a Material Adverse