Of Buyer. The Buyer represents and warrants to the Target and the Sellers that the statements contained in this §4(II) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4(II)), except as set forth in the disclosure schedule delivered by the Buyer to the Target and the Sellers on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4(II).
Of Buyer. Regardless of whether Buyer receives payment of Assigned -------- Rent, Buyer agrees (i) to pay or to cause or be paid on behalf of, as the case may be, the Lender, all principal of, all interest on, and all other sums due to the Lender on account of the Applicable Indebtedness, as and in the manner provided in the Underlying Agreements with respect to all Equipment, when due, (ii) to pay and perform when due, all of Seller's other obligations under the Underlying Agreements with respect to the Applicable Indebtedness, and (iii) not to modify or amend (or cause to be modified or amended) any of such Underlying Agreements without the prior written consent of Seller. Buyer's covenant and agreement as set forth in this paragraph 5(a) shall be a nonrecourse obligation and Buyer shall have no personal liability in connection therewith. However, if Buyer fails to comply with its covenant and agreement as set forth in this paragraph 5(a), then Buyer's right to receive and retain payment of the Assigned Rent shall immediately cease and terminate and such right shall revert to Seller in its entirety. In that event, Buyer shall thereafter forward any payment of Assigned Rent received by Buyer to Seller immediately upon receipt by Buyer, and Buyer shall be personally liable for its failure to do so.
Of Buyer. Except as provided below, in the event of a default hereunder by Buyer or if Buyer shall otherwise fail to perform any of Buyer's obligations hereunder Seller may terminate this Agreement by notice to Buyer and may retain the Initial Earnest Money Payment and the Earnest Money Deposit as liquidated damages and this shall be Seller's sole remedy for the Buyer's breach of this Agreement and neither party shall have any further rights, obligations or liabilities hereunder, except as otherwise provided herein; however, Buyer shall not be in default hereunder unless and until Seller shall provide written notice to Buyer of the basis for any such default and Buyer has failed to cure such matter within ten (10) days of its receipt of such notice. Seller and Buyer agree that it is difficult to determine, with any degree of certainty, the loss which Seller would incur in the event of Buyer's failure to close the purchase of the Property, and the parties have agreed that the amount of the Earnest Money Deposit represents a reasonable estimate of such loss and is intended as a liquidated damages provision. No delay or omission in the exercise of any right or remedy accruing to Seller upon any default of Buyer under this Agreement shall impair such right or remedy or be construed as a waiver of such default or any default theretofore or thereafter occurring. The waiver by Seller of any condition or event of default shall not be deemed to be a waiver of any other condition or of any prior or subsequent event of default.
Of Buyer. Seller shall make available and sell to Buyer and Buyer shall purchase from Seller all of Buyer's requirements of the Products that are to be used at restaurants operated by Buyer. Notwithstanding the foregoing, Buyer shall purchase at least the minimum quantities of the Products required by SECTION 3.2. For the purposes of this Agreement, "restaurants operated by Buyer" includes restaurants operated by Buyer through subsidiaries or other entities in which Buyer owns, directly or indirectly, a greater than fifty percent (50%) equity interest, but shall not include any restaurant the operation of which is licensed or franchised by Buyer (unless Buyer owns, directly or indirectly, a greater than fifty percent (50%) equity interest in the entity that is the franchisee/licensee of such restaurant).