Common use of Franchise Matters Clause in Contracts

Franchise Matters. The Company Disclosure Letter contains a list of the agreements whereby the Company or its subsidiaries has granted development, franchise or license rights to operate Taco Cabana restaurants, except for agreements which have expired or been terminated (the "Franchise Agreements"). The Franchise Agreements are binding and enforceable against the other parties thereto in accordance with their terms, and are in full force and effect. The Company and each of its subsidiaries is in compliance with all applicable laws governing the offering of franchises. All of the Franchise Agreements are valid and binding obligations of the Company or its subsidiaries, as the case may be, and are enforceable against the Company or its subsidiaries, as the case may be, in accordance with their terms. None of the Franchise Agreements have been amended or modified except as disclosed in the Company Disclosure Letter. The Company or its subsidiaries, as the case may be, has performed all obligations required to be performed by it under the Franchise Agreements, and the Company is not in default in any material respect under any Franchise Agreement and no event has occurred thereunder in each case which, with the lapse of time or the giving of notice or both, would constitute such default. All parties to the Franchise Agreements (other than the Company or its subsidiaries, as the case may be) have complied in all material respects with the provisions thereof and have performed in all material respects all obligations required to be performed by each of them to date; and, except as disclosed in the Company Disclosure Letter, no such party is in default or has ever been in default under any of the material terms thereof and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by any such party under any material provision thereof. Except as set forth in the Company Disclosure Letter, there are no claims, actions, suits, arbitrations, controversies, investigations or proceedings pending, or to the knowledge of the Company, threatened or contemplated, against or affecting the Company or any of its subsidiaries in connection with the Franchise Agreements.

Franchise Matters. The Company Disclosure Letter contains (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a list Material Adverse Effect, (i) subject to the Bankruptcy and Equity exception, each Franchise Agreement is valid and binding on Seller and/or any of its Subsidiaries to the agreements whereby the Company or its subsidiaries has granted developmentextent such Subsidiary is a party thereto, franchise or license rights to operate Taco Cabana restaurants, except for agreements which have expired or been terminated (the "Franchise Agreements"). The Franchise Agreements are binding and enforceable against the other parties thereto in accordance with their termsas applicable, and are to the Knowledge of Seller, each other party thereto, and is in full force and effect. The Company effect and enforceable in accordance with its terms, (ii) Seller and each of its subsidiaries is in compliance with all applicable laws governing Subsidiaries, and, to the offering Knowledge of franchises. All of the Franchise Agreements are valid and binding obligations of the Company or its subsidiariesSeller, as the case may be, and are enforceable against the Company or its subsidiaries, as the case may be, in accordance with their terms. None of the Franchise Agreements have been amended or modified except as disclosed in the Company Disclosure Letter. The Company or its subsidiaries, as the case may beany other party thereto, has performed all obligations required to be performed by it under each Franchise Agreement, (iii) neither Seller nor any of its Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of Seller or any of its Subsidiaries under any Franchise AgreementsAgreement from any other Franchisee, and (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the Company part of any counterparty under such Franchise Agreement, (v) to the Knowledge of Seller, neither Seller nor any Subsidiary has not received any written notice from any Franchisee that such Franchisee is claiming that the franchisor is in breach of any Franchise Agreement, intends to terminate, or not in default renew, any Franchise Agreement, or is seeking the renegotiation thereof in any material respect under or substitute performance thereunder in any material respect, and (vi) the completion of the Transactions contemplated by this Agreement will not cause the expiration, termination or constitute a breach of any Franchise Agreement and no event has occurred thereunder in each case whichAgreement, with the lapse of time or the giving acceleration of notice any payment obligation or both, would constitute such defaultthe alteration of any material terms of any Franchise Agreement. All parties to the The Franchise Agreements (other than the Company or its subsidiaries, as the case may be) have complied comply in all material respects with all applicable Laws. No Franchise Agreement contains a provision that requires the provisions thereof and have performed in all material respects all obligations required consent or approval of the Franchisee to be performed by each of them to date; the Transactions and, except as disclosed in to the Company Disclosure LetterKnowledge of Seller, no such party is in default or has ever been in default under neither Seller nor any of the material terms thereof and no event its Subsidiaries has occurred made any oral or written representation, warranty or covenant to any Franchisee that with the passage a change of time or the giving control of notice or both would constitute a default by any such party under any material provision thereof. Except as set forth in the Company Disclosure Letter, there are no claims, actions, suits, arbitrations, controversies, investigations or proceedings pending, or to the knowledge of the Company, threatened or contemplated, against or affecting the Company Seller or any of its subsidiaries in connection with Subsidiaries will not occur or that such Franchisee’s consent to any change of control would be sought or obtained prior to or as part of any such change of control. No Franchise Agreement is subject to any right of rescission, set-off, counterclaim or defense, and neither the terms of the Franchise AgreementsAgreement, nor the exercise of any rights thereunder, will render the Franchise Agreement unenforceable, in whole or in part, nor give to the Franchisee any right of rescission, set-off, counterclaim or defense, except in each case as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Franchise Matters. The Except for that certain Development Agreement between the Company Disclosure Letter contains a list and Bread Partners, LLC relating to the development of up to seven stores in the agreements whereby Washington, DC area, none of the Company or any of its subsidiaries has granted development, is party to any franchise or license rights to operate Taco Cabana restaurants, except for similar agreements which have expired or been terminated (the "Franchise Agreements"). The Franchise Agreements are binding and enforceable against the other parties thereto in accordance with their terms, and are in full force and effectarrangements. The Company and each of its subsidiaries is are in compliance with all applicable laws governing the offering of franchises. All of the Franchise Agreements are valid and binding obligations of the Company or its subsidiaries, as the case may be, and are enforceable against the Company or its subsidiaries, as the case may be, in accordance with their terms. None of the Franchise Agreements have been amended or modified except as disclosed in the Company Disclosure Letter. The Company or its subsidiaries, as the case may be, has performed all obligations required to be performed by it under the Franchise Agreements, and the Company is not in default in any material respect under any Franchise Agreement and no event has occurred thereunder in each case which, with the lapse of time or the giving of notice or both, would constitute such default. All parties to the Franchise Agreements (other than the Company or its subsidiaries, as the case may be) have complied in all material respects with the applicable requirements of the Federal Trade Commission (the "FTC") rules governing franchising and all applicable provisions thereof of federal, state, local and have performed in all material respects all obligations required to be performed other laws or regulations governing the business of a franchisor. The Company is the exclusive franchisor of the "Montana Xxxxx" and the "Montana Xxxxx Bread Co." concept for the operation of retail bakeries utilizing certain of the trademarks and service marks used by each of them to date; and, except as disclosed in the Company Disclosure Letterand its subsidiaries. Neither the Company's Uniform Franchise Offering Circular nor any other franchise disclosure statement of similar import (whether now or previously existing) nor any statements (whether oral or written) furnished by the Company and its subsidiaries or by any person acting on their behalf in connection with the sale, no such party management, administration or termination of a franchise contains or contained any untrue statement of a material fact or omits or omitted a material fact necessary to make the statements made or contained therein or made in connection therewith not misleading. The Company is not aware of any fact, circumstance or condition related to franchising activities which could have a Company Material Adverse Effect or impair the Company's ability to consummate the Merger and the other transactions contemplated hereby. The Company's Development agreement with Bread Partners, LLC is valid and in full force and effect, and the Company is not, and to the knowledge of the Company, Bread Partners, LLC is not, in default with respect to any material term or condition thereof, nor has ever been in default under any of the material terms thereof and no event has occurred that with which, through the passage of time or the giving of notice notice, or both both, would constitute a default thereunder by any such party under any material provision thereof. Except as set forth in the Company Disclosure Letteror, there are no claims, actions, suits, arbitrations, controversies, investigations or proceedings pending, or to the knowledge of the Company, threatened or contemplatedBread Partners, against or affecting the Company or any of its subsidiaries in connection with the Franchise AgreementsLLC, thereunder.