Development Agreements. i. Schedule 1(e) hereto is a correct and complete list of all ------------- Development Agreements and amendments thereto in effect as of the date of this Agreement, indicating with respect to each Development Agreement (a) the name of the Developer; (b) the territory in which the Developer is granted development rights and whether that territory is exclusive; (c) the number of Chesapeake Restaurants required to be developed pursuant to the Development Agreement; and (d) the date of such Development Agreement. Except as set forth on Schedule 1(e), all Development ------------- Agreements and amendments thereto or modifications thereof are in writing and there are no oral Development Agreements or oral modifications or amendments to any Development Agreements. ii. There are no outstanding applications to enter into Development Agreements with Seller. iii. Except as set forth on Schedule 12.q.iii, All of the form ----------------- Development Agreements used by Seller in the Business are attached to this Agreement as Exhibits "H-1" though "H-5". --------------------------- iv. Neither Seller nor either of the Principals has endeavored to induce any applicant or potential applicant for a Development Agreement to enter into a development agreement with any system other than the Chesapeake System. v. Schedule 12.q.v. specifies each Developer that is a party to any ---------------- Development Agreement that (i) is not in material compliance with the development schedule set forth in such Developer's Development Agreement; (ii) is otherwise in material violation or default of any of the terms of such Development Agreement; or (iii) is the subject of a case under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or similar case or proceeding under state or federal law, of which Seller has been notified. Schedule 12.q.v. further specifies, with respect to each Developer that is in default under a Development Agreement, the date and contents of each default and/or termination notice, if any, sent to such Developer since January 1, 1996, and the status of such default or termination notice. vi. Seller has and had, at all relevant times and in all material respects, the corporate power and authority and legal right to (i) enter into and carry out the terms of each Development Agreement, (ii) assign each Development Agreement to its successors in interest, and (iii) assign to Purchaser each Development Agreement without the consent of third parties (including without limitation the Developers), free and clear of all mortgages, liens, security interests, pledges, guarantees, conditional sale agreements, claims, charges, restrictions, options, commitments, third party rights and other encumbrances. vii. Each Development Agreement complies in all material respects with all federal and state laws (and rules or regulations thereunder) and all orders, consents or decrees from any federal or state administrative or regulatory agency; to Seller's knowledge, each Development Agreement represents the legal, valid and binding obligation of the Developer thereunder, subject to any Developer's rights in bankruptcy, and is enforceable against such Developer in accordance with its terms. viii. Except as set forth on Schedule 12.q.viii., no development ------------------- schedule in any Development Agreement listed on Schedule 1(e) has ------------- been waived, altered or modified in any respect; and Seller is not in material violation of or in material default under any term of a Development Agreement. . ix. No Development Agreement was originated in, or is subject to, the laws of any jurisdiction which would make the transfer and assignment of such Development Agreement unlawful. Within ten (10) days of the Closing Date all filings (including, without limitation, UCC filings) and notices that must be made by Seller in any relevant jurisdiction to transfer all right, title and interest of Seller in the Development Agreements to Purchaser will have been made.
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Development Agreements. i. Schedule 1(e) hereto is 6.v.i attached to the Disclosure Statement contains a correct true -------------- and complete list of the development agreements pursuant to which SCC or either of the Subsidiaries has granted other parties ("Developers") the right to develop one or more Cafes or any other business using any component of either of the Systems, and all ------------- applications to enter into development agreements (hereinafter collectively referred to as the "Development Agreements and Agreements") together with any amendments thereto in effect as of the date of this Agreement, indicating with respect to each Development Agreement (a) the name of the DeveloperDeveloper and the Franchisor; (b) the territory in which the Developer is granted development rights and whether that territory is exclusive; (c) the number of Chesapeake Restaurants Cafes required to be developed pursuant to the Development AgreementAgreement with respect to each System; and (d) the date Cafes developed pursuant thereto which were open and operating as of such Development AgreementNovember 30, 1997; (e) the Cafes for which Franchise Agreements had been signed, license fees paid and locations designated, but which were not open and operating as of November 30, 1997; and (f) the number of Cafes for which Franchise Agreements had been signed and license fees paid, but no location had been selected as of November 30, 1997. Except as set forth on Schedule 1(e)True, correct and complete copies of all Development ------------- Agreements and amendments thereto or modifications thereof are in writing and there attached to Schedule 6.v.
i. There are no -------------- oral Development Agreements or oral modifications or amendments to any Development Agreements.
ii. There are no outstanding Schedule 6.v.ii includes a correct and complete list of all --------------- applications to enter into Development Agreements with Sellereach Franchisor, including the proposed territory and applicant's name.
iii. Except as set forth on Schedule 12.q.iii, All of the form ----------------- Development Agreements used by Seller in the Business are attached to this Agreement as Exhibits "H-1" though "H-5". ---------------------------
iv. Neither Seller SCC nor either of the Principals any Subsidiary has endeavored to induce any applicant or potential applicant for a Development Agreement to enter into a development agreement with any system other than the Chesapeake SystemSystems.
v. iv. Schedule 12.q.v6.v.iv. specifies each Developer that is a party to any ---------------- ------------------ Development Agreement that (i) is not in material compliance with the development schedule set forth in such Developer's Development Agreement; (ii) is otherwise in material violation or default of any of the terms of such Development Agreement; or (iii) is the subject of a case under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or similar case or proceeding under state state, federal or federal foreign law, of which Seller the Franchisor has been notified. Schedule 12.q.v6.v.iv. further ---------------- specifies, with respect to each Developer that is in default under a Development Agreement, the date and contents of each default and/or termination notice, if any, notice sent to such Developer since January 1, 1996, and the status of such default or termination notice.
vi. Seller v. Each Franchisor has and had, at all relevant times and in all material respects, the corporate power and authority and legal right to (i) enter into and carry out the terms of each Development Agreement, (ii) assign each Development Agreement to its successors in interest, and (iii) assign to Purchaser each Development Agreement without the consent of third parties (including without limitation the Developers), free and clear of all mortgages, liens, security interests, pledges, guarantees, conditional sale agreements, claims, charges, restrictions, options, commitments, third party rights and other encumbranceswhich it is a party.
viivi. Each Development Agreement complies in all material respects with all federal and state laws (and rules or regulations thereunder) and all orders, consents or decrees from any federal federal, state or state foreign administrative or regulatory agency; to Seller's knowledge, each Development Agreement represents the legal, valid and binding obligation of the Developer thereunder, subject to any Developer's rights in bankruptcy, and is enforceable against such Developer in accordance with its terms.
viiivii. Except as set forth on Schedule 12.q.viii., no No development ------------------- schedule in any Development Agreement listed on Schedule 1(e) 6.v.i. has ------------- been waived, altered or modified in any ---------------- respect; and Seller no Franchisor is not in material violation of or in material default under any term of a Development Agreement. .
ixviii. No Development Agreement was originated in, or is subject to, the laws of any jurisdiction which would make the transfer and assignment of such Development Agreement transactions contemplated hereby unlawful. Within ten (10) days of Prior to the Closing Date all filings (including, without limitation, UCC filings) and notices that must be made by Seller Franchisor relative to the Development Agreements in any relevant jurisdiction to transfer all right, title and interest of Seller in connection with the Development Agreements to Purchaser transactions contemplated hereby will have been made.
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Development Agreements. i. Schedule 1(e) hereto is SCHEDULE 6.Q.I contains a correct true and complete list of all ------------- the development agreements in effect as of the date hereof pursuant to which SCC or either of the Subsidiaries has granted other parties ("Developers") the right to develop one or more Cafes or any other business using any component of either of the Systems (including any option or right of refusal held with respect to such matters by any third party) (hereinafter collectively referred to as the "Development Agreements and Agreements") together with any amendments thereto in effect as of the date of this Agreement, indicating with respect to each Development Agreement (a) the name of the DeveloperDeveloper and the Franchisor; (b) the territory in which the Developer is granted development rights and whether that territory is exclusive; (c) the number of Chesapeake Restaurants Cafes required to be developed pursuant to the Development AgreementAgreement with respect to each System; and (d) the date Cafes developed pursuant thereto which were open and operating as of such Development AgreementApril 4, 2003; (e) the Cafes for which Franchise Agreements had been signed, license fees paid and locations designated, but which were not open and operating as of April 4, 2003; and (f) the number of Cafes for which Franchise Agreements had been signed and license fees paid, but no location had been selected as of April 4, 2003. Except as set forth on Schedule 1(e)True, correct and complete copies of all Development ------------- Agreements and amendments thereto or modifications thereof are in writing and there have been delivered to Purchaser. There are no oral Development Agreements or oral modifications or amendments to any Development Agreements.
ii. There are no outstanding applications to enter into Development Agreements with Seller.
iii. Except as set forth on Schedule 12.q.iii, All of the form ----------------- Development Agreements used by Seller in the Business are attached to this Agreement as Exhibits "H-1" though "H-5". ---------------------------
iv. Neither Seller nor either of the Principals has endeavored to induce any applicant or potential applicant for a Development Agreement to enter into a development agreement with any system other than the Chesapeake System.
v. Schedule 12.q.v. SCHEDULE 6.Q.II specifies each Developer that is a party to any ---------------- Development Agreement that (i) is not in material compliance with the development schedule set forth in such Developer's Development Agreement; (ii) to AFC's Knowledge, is otherwise in material violation or default of any of the terms of such Development Agreement; or (iii) to the Knowledge of AFC, is the subject of a case under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or similar case or proceeding under state state, federal or federal foreign law, of which Seller the Franchisor has been notifiedreceived written notice. Schedule 12.q.v. SCHEDULE 6.Q.II further specifies, with respect to each Developer that is in default under a Development Agreement, the date and contents of each default and/or termination notice, if any, notice sent to such Developer since January 1, 1996, 2002 and the status of such default or termination noticenotice as of April 4, 2003.
viiii. Seller Each Franchisor has and had, at all relevant times and in all material respects, the corporate power and authority and legal right to (i) enter into and carry out the terms of each Development Agreement to which it is a party.
iv. Except as hereinafter provided in this paragraph, each Development Agreement, (ii) assign each Development Agreement to its successors in interest, and (iii) assign to Purchaser each Development Agreement without the consent of third parties (including without limitation the Developers), free and clear of all mortgages, liens, security interests, pledges, guarantees, conditional sale agreements, claimsinstruments and documents furnished pursuant to a Development Agreement, charges, restrictions, options, commitments, third party rights and other encumbrances.
vii. Each Development Agreement complies comply in all material respects with all federal applicable federal, state and state foreign laws (and rules or and regulations thereunder) and all applicable orders, consents or decrees from any federal federal, state or state foreign administrative or regulatory agency. Certain states have statutes that limit the franchisor's rights with respect to the termination or non-renewal of development agreements, disapproval of a developer's application to transfer the development rights, and limiting the developer's rights of association, in each case without compliance with such statute's provisions; to Seller's knowledge, each Development Agreement represents the legal, valid and binding obligation extent that the terms of the Developer thereunderDevelopment Agreements do not comply with the provisions of these statutes, subject to the applicable Franchisor may avoid any Developer's rights in bankruptcy, and is enforceable against liability or exposure as a result of such Developer in accordance with its termsnoncompliance by following the applicable provisions of state law.
viii. v. Except as set forth on Schedule 12.q.viii.in SCHEDULE 6.q.v, no development ------------------- schedule in any Development Agreement listed on Schedule 1(e) SCHEDULE 6.q.i has ------------- been waived, altered or modified in any respect; and Seller no Franchisor is not in material violation of or in material default under any material term of a Development Agreement. .
ixvi. No Development Agreement was originated in, or is subject to, the laws of any jurisdiction which would make the transfer and assignment of such Development Agreement transactions contemplated hereby unlawful. Within ten (10) days of Prior to the Closing Date all filings (including, without limitation, UCC UFOC filings) and notices that must be made by Seller AFC prior to the Closing relative to the Development Agreements in any relevant jurisdiction prior to transfer all right, title and interest of Seller the Closing in connection with the Development Agreements to Purchaser transactions contemplated hereby will have been made. However, upon execution and delivery of this Agreement, the Franchisors shall not continue to offer for sale or sell franchise development rights prior to Closing without modifications to their UFOCs to reflect the transaction contemplated herein.
vii. SCHEDULE 6.q.vii sets forth a complete list of all Development Agreements that have terminated since the Acquisition Date by reason of the expiration of the term or otherwise. Except as set forth in SCHEDULE 6.q.vii, all activities by Franchisees relating to the development of Franchised Cafes have been undertaken pursuant to valid, binding and enforceable written Development Agreements and Franchise Agreements, subject to the Enforceability Exceptions.
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