Toro Company (TTC)

with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer.

(b)           Governmental Approvals. Buyer shall have received satisfactory evidence that each Seller has obtained all consents and approvals of all Persons, including all requisite Governmental Authorities, if any, required for such Seller to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(c)           Compliance with Laws. Each Seller shall be in compliance with all applicable foreign, federal, state and local laws and regulations, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(d)           Other Agreements.  The Joint Venture Agreement and the LLC Agreement shall have been executed and delivered and the same shall be in full force and effect.

(e)           Representations and Warranties.  The representations and warranties of each Seller contained herein shall be true and correct in all material respects as of the Closing Date, both before and after giving effect to such sale.

(f)            Covenants.  Each Seller shall be in compliance in all material respects with each of its covenants and other agreements set forth herein.