Franchise Operations. Each of the Stores has been operated by the Vendors pursuant to and in compliance with a franchise agreement with the Purchaser.
Franchise Operations. 46 5.28 Name.........................................................46 5.29
Franchise Operations. MFM has substantially complied with all Applicable Laws, including franchise and business opportunity laws, of every Governmental Body, including the Federal Trade Commission (the "FTC"), in offering and selling "My Favorite Muffin" franchises and area franchises. Schedule 6.32 contains a complete list of all terminated franchise agreements, area franchise development agreements and other similar agreements together with all amendments, modifications, renewals, extensions and addendums thereto. MFM has not obtained a federal copyright with respect to the "My Favorite Muffin Operations Manual" and any supplemental business manuals. All of the terms and conditions of all franchises and all area franchises to which MFM is a party are contained in a written document identified on Schedule 4.1(g) hereto, and, except as set forth in such Schedule, no such term or condition has been waived by MFM. Each jurisdiction in which MFM has registered its franchises and/or area franchises for offer and sale is listed on Schedule 4.1(g) hereto together with any conditions to registration imposed by any such jurisdiction. Schedule 4.1(g) sets forth a description of all outstanding offers by MFM to enter into franchise agreements and/or area franchise development agreements with prospective franchisees and area franchisees. Such Schedule also sets forth a description of all of franchise agreements and area franchise development agreements terminated, canceled or revoked by the Seller at any time during the past three (3) years, including the respective dates of termination or cancellation and the reasons therefor. MFM's Franchise Offering Circulars in use in each jurisdiction have been maintained current in all material respects and fairly disclose all matters required to be disclosed by Applicable Laws. To MFM's Knowledge, all franchise agreements and area franchise development agreements entered into by MFM with its franchisees were entered into accordance in all material respects, with the requirements of Applicable Laws.
Franchise Operations. Schedule 3.27(a) sets forth a true and complete list, for all stores that are branded as or identify themselves as Timothy’s World Coffee, mmmuffins or Michel’s Baguette and are developed or operated pursuant to a franchise agreement (the “Franchise Agreements”), the date of such Franchise Agreement, the date of any amendments to each Franchise Agreement, and the name and address of each franchisee. As of the Closing, none of the Acquired Companies will be a party to any franchise agreement. The Company has made available to Buyer copies of all Franchise Agreements and such copies are correct and complete in all material respects. Except as set forth on Schedule 3.27(b) the Company Retail Business has, to the Company’s knowledge, complied with, and continues to be in compliance with all Legal Requirements relating to franchise laws (including, but not limited to, the Xxxxxx Xxxxxxx Act (Franchise Disclosure) 2000), disclosure obligations, obligations to deal in good faith and obligations to allow free association.
Franchise Operations. (a) Kidville has provided Parent with a copy of each version of the multistate disclosure document (the “Disclosure Documents”) utilized by Kidville or any related entity (collectively, the “Franchisor Companies”) in connection with grants or sales of the right to develop and/or operate Kidville facilities. Except as otherwise disclosed on Schedule 4.22(a), the Franchisor Companies have prepared and maintained their Disclosure Documents in compliance with Disclosure Requirements and Prohibitions Concerning Franchising, issued in 2007 by the Federal Trade Commission (the “FTC Disclosures”) and the guidelines adopted by the North American Securities Administrators Association, as amended from time to time (the “Guidelines”), have registered the franchise offering or otherwise qualified for applicable exemptions in each state within the United States requiring registration and approval prior to any offers or sales of franchises in such states, and have filed all material changes, amendments and renewals thereto on a timely and accurate basis and have paid all fees with respect thereto.
Franchise Operations. The franchise operations for the franchised St. Xxxx Bagel Co., Inc., (the "Franchisor") stores have been conducted exclusively through Franchisor. Except as set forth on Schedule 4.35 hereto, to the best of Franchisor's knowledge, at all times since Franchisor has been offering for sale franchises for the operation of bagel store facilities, Franchisor has been, and currently is in compliance with all material laws, rules and regulations applicable to the offer for sale or sale of franchises in all jurisdictions in which Franchisor has offered for sale or sold, or is offering for sale or proposes to offer or to sell franchises. Except as set forth on Schedule 4.35 hereto, to the best of Franchisor's knowledge, no franchisee has a cause of action against Franchisor under applicable federal or state laws, rules and regulations governing the offer and sale of franchises arising out of the offer and sale of the franchise(s) purchased by such franchisee; and Franchisor has not been charged with any violation of any state or other applicable law or administrative regulation in respect of the offer for sale or sale of such franchises.
Franchise Operations. Spring Break LLC provides the Client with the first draft of a comprehensive operations manual for your new franchise operation. This manual is intended to be provided by you to your new franchisees and includes details of how to start a business like yours from scratch and how to operate it. However Spring Break LLC will highlight sections of this manual that need to be completed by you with specific and proprietary information regarding the specific operation of your business. You agree to make such changes to the document. Spring Break LLC will fully review the Client’s manual upon your completion.
Franchise Operations. 23 ARTICLE 5: REPRESENTATIONS AND WARRANTIES OF PURCHASER...................... 24
Franchise Operations. Except as disclosed by Sellers to Purchaser in writing prior to Closing, to Sellers' Knowledge, Sellers have complied with all Applicable Laws, including franchise and business opportunity laws, of every Governmental Body, including the Federal Trade Commission (the "FTC"), in offering and selling their "Chesapeake Bagel Bakery" franchises and area franchises. Schedule 1.1(g) contains a complete list of all franchise agreements, area franchise development agreements and other similar agreements together with all amendments, modifications, renewals, extensions and addended thereto to which either Seller is a party. The Sellers have not obtained a federal copyright with respect to the "American Bagel's Operator Manual" and all supplemental business manuals. Except as set forth in Schedule 4.33 hereto, no franchisee or area franchisee of either Seller has commenced or, to the best of Sellers' Knowledge Threatened to commence a Proceeding against either the Seller or with respect any matter, cause or thing whatsoever. Except as set forth in Schedule 4.33 hereto or as previously disclosed by Sellers to Purchaser in writing prior to the execution hereof, all of the terms and conditions of all franchises and all area franchises to which either Seller is a party are contained in a written document identified on Schedule 1.1(g) hereto, and, except as set forth in such Schedule, no such term or condition has been waived by either Seller. Each jurisdiction in which Sellers have registered its franchises and/or area franchises for offer and sale is listed on Schedule 4.33 hereto together with any conditions to registration imposed by any such jurisdiction. Schedule 4.33 sets forth a description of all outstanding offers by the Sellers to enter into franchise agreements and/or area franchise development agreements which prospective franchisees and area franchisees. Such Schedule also sets forth a description of all of franchise agreements and area franchise development agreements terminated, canceled or revoked by the Sellers at any time during the past three (3) years, including the respective dates of termination or cancellation and the reasons therefor. Except as previously disclosed by Sellers to Purchaser in writing prior to the execution hereof, the Sellers' Franchise Offering Circulars in use in each
Franchise Operations. In March of 2006, the Company entered into a ten-year area development agreement with the Alshaya Trading Co. W.L.L., in which the Company agreed to enter into separate license agreements for the operation of Foot Locker stores, subject to certain restrictions, located within the Middle East. Additionally, in March 2007, the Company entered into a ten-year agreement with another third party for the exclusive right to open and operate Foot Locker stores in the Republic of Korea. A total of 17 franchised stores were operational at January 31, 2009. Revenue from the franchised stores was not significant for the any of the periods presented. These stores are not included in the Company’s operating store count above. 2007 Results The 2007 results as presented in this Annual Report have been corrected to reflect an immaterial revision to its fourth quarter and full year 2007 results in accordance with Staff Accounting Bulletin 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The income tax benefit of $99 million related to continuing operations, as reported for the full year of 2007 within the Form 10-K, was overstated by $6 million. This overstatement comprises primarily five items. First, the Company understated its income taxes payable by $9 million due to incorrectly accounting for foreign dividend withholding taxes. Second, the Company noted that certain foreign currency fluctuations related to the tax assets and liabilities, totaling $5 million, should have been reflected as part of the foreign currency translation adjustment within accumulated other comprehensive loss. The Company had incorrectly reflected these foreign exchange movements within the income tax provision, thereby increasing the income tax provision erroneously. Third, the Company overstated the value of a portion of its Canadian deferred tax assets by $3 million as a result of using incorrect tax rates. Fourth, the Company understated a deferred tax liability of $2 million related to goodwill. Finally, various state and international depreciation corrections totaling $3 million were overstated in the income tax provision. Overview of Consolidated Results 2008 was a very challenging year for the overall retail industry. The severe recession, which began in the latter part of 2007 in the United States, worsened and spread to other countries throughout the year. This past year has been defined by historically low c...
