Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. (a) The Assumed Contacts are all of the agreements and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby.

Assumed Contracts. Schedule 1.1(a)(vi) lists all contracts, agreements and instruments, including all modifications, amendments and waivers thereto, to which Seller is a party or by which the Facility or any of the Assets are bound and which Buyer has agreed to assume (collectively, the "Assumed Contracts"), complete copies of which have been delivered to Buyer. Other than the Assumed Contracts and the Excluded Contracts, there are no other contracts, agreements and instruments to which Seller is a party. Except as set forth in Schedule 1.1 (a)(vi), (a) The Assumed Contacts are all of the agreements and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto enforceable in accordance with their respective written terms. ; (cb) No material default or alleged material default exists on the part of Seller, norSeller is not, to the knowledge best of Seller or its officersSeller's knowledge, on the part of nor is any other partyparty thereto, in default under any such Assumed Contract and there no event, occurrence, condition or act now exists no state of factsor, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of upon the consummation of the transactions contemplated herebyby this Agreement will exist which, with the giving of notice or the lapse of time or both, would give rise to a default thereunder on the part of Seller or any other party thereto or would give rise to the right of any party or parties thereto to cancel or terminate thereunder, (c) Seller has no knowledge that there are any anticipated cancellations or terminations of any such Assumed Contract and there are any outstanding disputes thereunder; (d) no consent or approval of any party or parties thereto is required for the consummation of the transactions contemplated by this Agreement; and (e) no officer, director, stockholder, subsidiary or Affiliate of Seller has any financial interest, whether direct or indirect, in any such Assumed Contracts. Seller has no agreements with any patients or prospective patients which obligate or would obligate Seller to provide skilled nursing services at rates below Seller's current and standard rates for similar services or which are for terms longer than one month. Notwithstanding anything to the contrary contained herein, Buyer shall have the right to cause Seller to terminate any contract not being assumed by Buyer under this Agreement.

Assumed Contracts. (a) The Seller has made available to Buyer true and complete copies of each Assumed Contacts are all Contract that is in written form, and true and complete written summaries of each Assumed Contract that is oral. Each of the agreements Assumed Contracts constitutes the valid and contracts legally binding obligation of Seller and is enforceable in any way accordance with its terms. Each of the Assumed Contracts constitutes the entire agreement of the respective parties thereto relating to or affecting the Business, all of which are assignable subject matter thereof. All obligations required to and will be fully and effectively assigned and transferred to Buyer as performed under the terms of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts by the date hereof have been furnished to Buyerperformed by Seller, and are full and complete copies, as amended, to Seller’s Knowledge by the present date. (b) other parties thereto. All obligations required to be performed under the terms of the Assumed Contracts are now and on by the Closing Date shall be in good standing have been performed by Seller, and to Seller’s Knowledge by the other parties thereto. No act or omission has occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default under any of the Assumed Contracts or permit termination, modification or acceleration thereunder, and each of the Assumed Contracts is in full force and effect without amendment thereto (unless such amendments are clearly noted) and default on the part of Seller is entitled and, to all benefits thereunder. All Seller’s Knowledge, of the transactions other parties thereto. (b) Except for the Approvals, none of Seller with third persons have been conducted on an arms-length basis. All the Assumed Contracts are valid requires consent or waiver for its assignment to and binding obligations of the parties thereto in accordance with their respective termsassumption by Acquisition Sub. (c) No material default Except for this Agreement, the Assumed Contracts, the Plans (as defined in Section 3.21), and any agreements identified in Schedule 2.1(j), there are no: (i) contracts or alleged material default exists commitments affecting the use or value of the Business or any of the Transferred Assets; (ii) agreements, licenses or commitments with respect to Transferred Intellectual Property or affecting the Business or requiring future performance by Seller; (iii) collective bargaining agreements or other contracts or commitments to or with any labor unions or other employee representatives, groups of employees, works councils or the like; (iv) employment contracts or other contracts, agreements or commitments to or with individual current, former or prospective employees, consultants or agents; or (v) joint ventures or other contracts or commitments providing for payments based in any manner on the part revenues or profits of Seller, nor, to the knowledge of Seller Business or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed ContractTransferred Asset. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby.

Assumed Contracts. (a) The Assumed Contacts are all of the agreements True, correct and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The complete copies of all the Assumed Contracts have been furnished provided to the Buyer, . Each of the Assumed Contracts is in full force and are full and complete copies, as amendedeffect and, to the present date. Seller's and the Parent's knowledge, is a valid, binding and enforceable obligation of the other parties thereto, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws, rules or regulations affecting creditors' rights generally or subject to the effects of general equitable principles. To the Seller's and the Parent's knowledge, each party to each Assumed Contract (bother than the Seller) All has complied in all material respects with all commitments and obligations on its part to be performed or observed under each Assumed Contract. Neither the Seller nor the Parent has received notice of default or cancellation of or intent to cancel any of the Assumed Contracts. There exists no event of default or occurrence, condition or act on the part of the Seller or on the part of any other party to the Assumed Contracts are now which constitutes or would constitute (with notice or lapse of time or both) a breach thereunder, or cause or permit acceleration of any obligation thereunder. Each Assumed Contract, upon consummation of the transactions contemplated by this Agreement, the Seller Documents, the Parent Documents and the Buyer Documents, shall continue to be legal, valid, binding and enforceable on terms identical to those currently in effect (except for the Closing Date substitution of the Buyer in place of the Seller), shall be in good standing and continue in full force and effect without amendment thereto (unless such penalty or adverse consequence, and the necessary written consents or amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons Assumed Contracts have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate obtained so that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of such transactions will not cause a breach of the transactions contemplated herebyAssumed Contracts or cause any other Person to be able to terminate any of the Assumed Contracts.

Assumed Contracts. (a) The Assumed Contacts are Schedule C hereto sets forth a true and complete list of all of the agreements Sellers’ Contracts, as amended, except to the extent a Contract is included as an Excluded Asset. The information set forth on Schedule C is accurate and contracts in complete. True, complete and accurate copies of each of the Contracts, including any way relating Contracts constituting any of the 100% Assigned Contracts or the Excluded Assets, have been furnished to Buyer. There are no oral or affecting verbal Contracts. (b) Except as set forth on Schedule 3.8(b), neither of the BusinessSellers nor, all to the Knowledge of which are assignable the Sellers, any Counterparty to and will be fully and effectively assigned and transferred to Buyer any Contract is, as of the Closing Date without expense date hereof, in breach thereof or default thereunder, and there does not exist under any provision thereof, to Buyer the Knowledge of the Sellers, as of the date hereof, any event that, with the giving of notice or imposition the lapse of time or both, would constitute such a breach or default of any condition Contract. (c) Each of the Assumed Contracts and each 100% Assigned Contract is in full force and effect, enforceable in accordance with its stated terms, and constitutes a legal, valid and binding obligation of the Sellers and, to the Knowledge of the Seller, of the Counterparty thereto. (d) Except as set forth on Schedule C, no Assumed Contract nor 100% Assigned Contract has been amended, supplemented or restriction binding on Buyermodified in any material respect from the copy thereof furnished to the Buyer hereunder. The True and complete copies of all Assumed Contracts and each 100% Assigned Contract (including all amendments, supplements and modifications thereto) have been furnished provided or made available to Buyer, and are full and complete copies, as amended, Buyer prior to the present dateClosing Date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby.

Assumed Contracts. (a) The Assumed Contacts are True, correct and complete copies of all contracts to which any Seller is a party as of the agreements date of this Agreement (other than the Permits and contracts in the Licenses but including any way relating confidentiality agreement between any Seller and any Franchisee) that are material to or affecting the Businessoperation of the Business and all amendments thereto (the "Assumed Contracts") have been delivered to Purchaser by Sellers and are listed on Schedule 2.14 as of the date of this Agreement, and, except as specifically identified on Schedule 2.14 hereto, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present date. (b) All such Assumed Contracts are now and able to be terminated by the applicable Seller without cause on not more than sixty (60) days' notice. None of the Closing Date shall be in good standing and Assumed Contracts has been materially modified since such copies were delivered. Each Assumed Contract is in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled in all material respects. No party to all benefits thereunder. All any of the transactions Assumed Contracts has given notice of Seller with third persons default or termination. Except as set forth on Schedule 2.14, Franchisor and Candlewood are and have been conducted in compliance in all material respects with their obligations and liabilities under each of the Assumed Contracts. To the Knowledge of any Seller, except as set forth on an arms-length basis. All Schedule 2.14, all other parties to the Assumed Contracts are valid and binding obligations of the parties thereto in accordance compliance in all material respects with their respective terms. (c) No material default or alleged material default exists on obligations and liabilities under the part Assumed Contracts. Except for any transfer of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract between Candlewood and there exists Franchisor, no state Seller has made an assignment or transfer of factsany of its rights under any of the Assumed Contracts. Neither the assignment of the Assumed Contracts by the applicable Seller to Purchaser hereunder, which after notice nor the exercise of any rights under the Assumed Contracts by Purchaser and its successors and assigns, shall violate the terms thereof or lapse infringe or conflict in any way with the rights of time(i) any Franchisee, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, (ii) to the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions Knowledge of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought person, firm, association, corporation or other entity that could reasonably be anticipated to the attention have a Material Adverse Effect. Except as otherwise provided on Schedule 2.14, each Assumed Contract is freely assignable by Sellers with no requirement of Seller which might reasonably lead Seller to believe that consent or approval by any customer third party or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated herebyGovernmental Entity.

Assumed Contracts. (a) The Assumed Contacts are all Section 1.1(a) of the agreements Disclosure Schedule contains a true and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies correct list of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present dateContracts. (b) All Each of the Assumed Contracts are now and was entered into in the ordinary course of business on the Closing Date shall be in good standing and terms substantially consistent with Seller’s practice prior thereto, is in full force and effect without amendment thereto (unless effect, and there exists no breach or violation of or default by Seller under any of such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge Knowledge of Seller or its officersSeller, on the part of by any other party, under any party to such Assumed Contract and there exists no state of factsor any event which, which after with notice or the lapse of time, or both, would constitute will create a breach or violation thereof or default or breach in connection with thereunder by Seller or, to the Knowledge of Seller, by any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure other party to comply with any condition precedent under the provisions of any such Assumed Contract. To the Knowledge of Seller, there is no Assumed Contract that contains any contractual requirement with which there is a reasonable likelihood that Seller has received or, to Seller’s Knowledge, any other party thereto will be unable to comply. The continuation, validity, and effectiveness of each Assumed Contract will in no information which might reasonably indicate that any way be affected by the consummation of the transactions contemplated by this Agreement and the assignment of such Assumed Contract to Purchaser. (c) Section 4.13(c) of the Disclosure Schedule contains a true and correct list of all customers of Seller party to an Assumed Contract (each, a contract “Customer”). Except as set forth in Section 4.13(c) of the Disclosure Schedule, there exists no actual or, to the Knowledge of Seller, any threatened termination, cancellation, or commitment is unable limitation of, or unwilling any amendment, modification, or change to perform under such any Assumed Contract. (d) Except to its secured lenders set forth on Section 4.13(d) of the Disclosure Schedule, Seller has no information which might reasonably indicate not granted any power of attorney affecting or with respect to any of its business, affairs, or assets, or any combination thereof, that any customer remains outstanding. (e) A true, correct, and legible copy (and if oral, a description of material terms) of each Assumed Contract and all modifications, amendments, renewals, or supplier of Seller intends extensions thereof has been provided to cease purchasing from, selling to or dealing with Seller, nor has any information been brought Purchaser prior to the attention Closing. (f) Except as set forth in Section 4.13(f) of Seller which might reasonably lead Seller the Disclosure Schedule, each of the Assumed Contracts may be assigned to believe Purchaser without the prior approval or consent of any other party. With respect to any Assumed Contract that may not be assigned to Purchaser without the prior approval or consent of any customer other party, such necessary approvals or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales toconsents have been, or dealings with Buyer in will be, obtained on or prior to the event of the consummation of the transactions contemplated herebyClosing Date.

Assumed Contracts. (a) The Assumed Contacts are Schedule 3.6 (a) is a true and complete list of all Contracts except (a) Contracts payable in cash for production services or for the sale of advertising time broadcast on the Stations, (b) trade or barter advertising agreements entered into in the ordinary course of business, (c) oral employment Contracts terminable at will and contracts (d) other Contracts with a duration of one year or less and entered into in any way relating to the ordinary course of business not involving liabilities exceeding $1,000 per Contract per year or affecting $25,000 per year in the Business, aggregate for all of which are assignable to and such Contracts. Seller will be fully and effectively assigned and transferred deliver to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The true and complete copies of all written Contracts listed on Schedule 3.6(a) and true and complete memoranda of all oral Contracts (including any amendments and other modifications to such Contracts) within ten (10) business days after the date of execution of this Agreement. Other than the Contracts listed on Schedule 3.6(a) or any other Schedule to this Agreement and the Contracts that are not required to be listed on Schedule 3.6(a), Seller requires no contract, lease, or other agreement to enable it to carry on its business as now conducted. All of the Assumed Contracts have been furnished to Buyer, and (a) are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are constitute valid and binding obligations of Seller, (b) contain no provisions restricting competition and (c) to the best knowledge of Seller, the other parties thereto thereto, and subject to obtaining the Consents listed on Schedule 3.3 to the extent applicable to such Contracts, may be transferred to Buyer pursuant to this Agreement and will be in full force and effect at the time of such transfer except to the extent any such Assumed Contract is terminated or expires in accordance with their respective terms. (c) No its terms prior to Closing. Seller has fulfilled and performed in all material respects its obligations under each of the Assumed Contracts and, to the best knowledge of Seller, no other party to the Assumed Contracts is in material default or alleged material default breach thereunder, and no event has occurred and no condition exists on which, with the part passage of Seller, nor, to time or the knowledge giving of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a material default or breach in connection with any Assumed Contract. For purposes by Seller or, to the best knowledge of this subsectionSeller, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of by any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contractother party. (db) Seller has no information which might reasonably indicate that any customer or supplier Schedule 3.6(b) lists all agreements, contracts, understandings and commitments as of Seller intends to cease purchasing fromthe date indicated thereon for the sale of time on the Stations for other than monetary consideration ("Trade Agreements") as of the date stated therein, selling to or dealing with Seller, nor has any information been brought to and sets forth the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respectparties thereto, the amount financial value of the time required to be provided from and after the date of such purchases, sales or Schedule and the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event financial value of the consummation goods or services to be received by Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date, including all amendments, modifications and supplements thereto, will be delivered to Buyer within ten (10) business days after the transactions contemplated herebydate of execution of this Agreement and each Trade Agreement hereafter entered into prior to Closing shall be promptly delivered to Buyer.

Assumed Contracts. Section 2.1 (ae) The of the Disclosure Schedule contains a list of the Assumed Contacts are Contracts identified by the Buyer, which constitute the only contracts necessary to the operation of the Business in the manner conducted by the Seller on the Closing Date. Accurate and complete copies of all of the agreements Assumed Contracts, including all amendments thereto and contracts in any way relating to or affecting the Businesswritten waivers thereunder, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, by the Seller to the present date. (b) All Buyer. Each of the Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are a valid and binding obligations obligation of the parties thereto Seller and, is assignable to Buyer pursuant to this Agreement and enforceable in accordance with their respective its terms. , except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights and general principles of equity relating to the availability of equitable remedies (c) No material whether considered in a proceeding at law or in equity). There have not been any defaults by Seller or defaults or any claims of default or alleged material default exists on claims of non-enforceability by the part other party or parties under or with respect or any of Seller, northe Assumed Contracts and, to the knowledge of Seller Seller’s Knowledge there are no facts or its officers, on the part of any other party, conditions that have occurred or that are anticipated to occur with respect to or under any of the Assumed Contract and there exists no state Contracts which, with the passage of facts, which after notice time or lapse the giving of timenotice, or both, would (i) constitute a default by Seller or breach in connection with by the other party or parties under any of the Assumed Contracts or (ii) cause the creation or imposition of any Lien or Permitted Lien upon any of the Acquired Assets or (iii) otherwise cause a Material Adverse Change on the Business. There are no prepayments or other circumstances under any Assumed Contract. For purposes Contract that would give rise to a performance obligation of this subsection, the word "default" includes, but is not limited to, Buyer without the failure to comply with any condition precedent under Buyer having received the provisions of any such Assumed Contractcorresponding compensation for the performance. Seller has not received no information which might reasonably indicate that any party to indication by a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends an intention to cease purchasing from, selling to discontinue or dealing with Seller, nor has any information been brought to change the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event terms of the consummation of the transactions contemplated herebyparties’ relationship.

Assumed Contracts. Other than its Management Agreement and ------------------ Franchise Agreement, if any, the schedule of Assumed Contracts attached to this Contract as Exhibit C, as such Exhibit may be supplemented from time to time in accordance with Section 4.01 (a) The Assumed Contacts true, accurate and complete copies of which are included in the Property Records), to the extent it pertains to such Seller's Property, constitutes a list of all of the agreements agreements, leases or other contracts affecting such Property and there are no other agreements, leases or other contracts with respect to such Property. Except as set forth herein or as provided in any way relating Exhibit hereto, such Seller has neither received nor delivered any written notice that any party to any Ground Lease or affecting the Business, all of which are assignable restaurant lease set forth in Exhibit C (as such Exhibit may be supplemented from time to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto time in accordance with their respective terms. (cSection 4.01) No is currently in default thereunder or that any party to any other Assumed Contract is currently in material default thereunder, and to such Seller's knowledge, no event has occurred or alleged material default circumstance exists on which, with the part giving of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse passage of time, or both, would constitute a material default thereunder. Such Seller has received no notice that any party to any such Assumed Contract intends to cancel or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any terminate such Assumed Contract. Such Seller has received no information which might reasonably indicate that shall not assign any Assumed Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party to thereto, would constitute a contract breach or commitment is unable or unwilling to perform under other contravention of such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer Contract or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, way adversely affect the amount rights of Buyer or such purchases, sales or the extent Seller thereunder. Such Seller and Buyer will use commercially reasonable good faith efforts (but without any payment of dealings with money by such Seller or would alter in Buyer other than incidental out-of-pocket expenses related thereto) to obtain any material respect its purchases from, sales torequired consent of the other parties to any such Assumed Contract for the assignment thereof, or dealings with any claim, right or benefit arising thereunder or resulting therefrom, to Buyer in the event of the consummation of the transactions contemplated herebyas Buyer may reasonably request.

Assumed Contracts. (a) The Each Assumed Contacts are all Contract (i) is a lawful, valid and legally binding obligation of the agreements Seller or the applicable Affiliate of Seller, and contracts is in full force and effect (or constitutes a month-to-month Contract under which goods or services are being provided after the expiration of its original term), and Seller or the applicable Affiliate of Seller has duly performed in all material respects its obligations under each Assumed Contract to which it is a party to the extent that such obligations to perform have accrued, and (ii) except for any way relating breaches resulting from the failure to obtain the consent of the counterparty thereto to the assignment of same to Buyer, no material breach or affecting default, alleged material breach or default, or event which would (with the Businesspassage of time, all notice or both) constitute a material breach or default under any Assumed Contract by Seller or the applicable Affiliate of which are assignable Seller or, to the knowledge of Seller, and will be fully and effectively assigned and transferred except as set forth on Schedule 5.9, any other party or obligor with respect thereto, has occurred, except to the extent said breach or default would not reasonably constitute a Material Adverse Effect. Seller has made available or delivered to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The true and correct copies of all Assumed Contracts have been furnished to BuyerContracts, including all amendments and are full and complete copies, as amended, to the present datesupplements thereto. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and To Seller’s knowledge, Seller is entitled to has performed all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding material obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, relating to the knowledge of Seller Purchased Assets, and is not in breach or its officersdefault, on the part of nor do any other party, under any Assumed Contract and there exists no state of facts, circumstances exist which after with or without notice or lapse of time, or both, would constitute a result in breach or default, nor is there any claim of such breach or default or breach in connection with respect to any obligation to be performed, under any Assumed Contract. For purposes of this subsection, which breach or default or its consequences could reasonably be expected to have a Material Adverse Effect on the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed ContractPurchased Assets. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby.

Assumed Contracts. 4.8.1 All of the Contracts listed on Schedule 4.8.1 (aexcept the Excluded Contracts, the “Assumed Contracts”) The Assumed Contacts are all of the agreements Contracts to which the Seller is a party and contracts in any way relating are related to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as operation of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, Business and are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing valid and in full force and effect without amendment thereto effect. The Seller has performed, in all material respects, its obligations under each Assumed Contract and is not in material breach of any Assumed Contract. To the Seller’s Knowledge, no counterparty to any Assumed Contract has defaulted (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunderor engaged in an event which, with the giving of notice or the lapse of time or both, would constitute a default), breached or repudiated any Assumed Contract. All of the transactions of Seller with third persons Assumed Contracts will be enforceable by the applicable Buyer after the Closing to the same extent they would have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto enforceable, in accordance with their respective terms, by the Seller if the Transaction had not been consummated. The Seller has delivered to Parent complete and correct copies of all of the Assumed Contracts. Except as set forth in Schedule 4.8.1(b), none of the Assumed Contracts contains any restrictions prohibiting or limiting the ability of the Seller (or any of the Buyers following the Closing) to (1) engage in any line of business, (2) compete with, obtain products or services from, or provide services or products to, any Person, (3) carry on or expand the nature or geographical scope of the Business anywhere in the world, or (4) disclose any confidential information in the possession of the Seller or Buyers (and not otherwise generally available to the public). 4.8.2 Except as set forth on Schedule 4.8.2, none of the Assets are subject to (a) any Contract relating to Indebtedness, whether incurred, assumed, guaranteed or secured by any asset; (b) any joint venture, partnership, limited liability company or other similar agreements or arrangements; (c) No material default or alleged material default exists on the part of Seller, norany Contract where a Governmental Body is also a party or, to the knowledge of Seller Seller’s Knowledge, an ultimate beneficiary; or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer direct or supplier of Seller intends indirect guarantees by any Person pertaining to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated herebyAsset.