Common use of Operating Contracts Clause in Contracts

Operating Contracts. Except as disclosed in Schedule 3.15, and except with respect to Contracts that have been fully performed as of the date hereof and have no further force or effect, the Company is not a party to any oral or written Contract with respect to the Business. Schedule 3.15 sets forth all of the Contracts required or necessary to operate the Business as it has been operated by the Company, including all non-competition, non-solicitation and other agreements containing similar restrictive covenants with employees of the Business on the Closing Date, and all such agreements entered into with any former employee of the Business who is associated with any Intellectual Property of the Company whose restrictive covenants have not yet expired (the “Employee Restrictive Covenant Agreements”). All of the Contracts listed on Schedule 3.15 hereto are referred to in this Agreement as the “Operating Contracts.” All of the Operating Contracts were made in the Ordinary Course of Business, and, to the Company’s Knowledge, are valid, binding and currently in full force and effect. The Company is not in default under any of the Operating Contracts, and, to the Company’s Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, or cause the acceleration of any Liability of the Company, or result in the creation of any Encumbrance upon any of the Assets. To the Company’s Knowledge, no other party is in default under any of the Operating Contracts. The covenants of the employees of the Company, including without limitation any non-competition and non-solicitation covenants, under the agreements set forth on Schedule 2.1(a)(i)(H), remain in full force and effect and have not and will not be terminated at or prior to the Closing Date or otherwise terminate at the time such employees’ employment with the Company terminates. Except as described on Schedule 3.15 hereto, none of the Operating Contracts have been canceled, terminated, amended or modified. Except as provided in Schedule 3.4 hereto, the consummation of the transactions contemplated hereby will not require the consent or approval of any Person under any of the Operating Contracts.

Operating Contracts. Except as disclosed for the Contracts set forth in Schedule 3.15, and except with respect to Contracts that have been fully performed as of the date hereof and have no further force or effect1.2 hereto, the Company is not a party to any oral Operating Contracts set forth on Schedule 1.1 (g) hereto include all Contracts, commitments, leases, licenses and other agreements, including franchise agreements and area franchise development agreements which relate to, arise from or written Contract with respect to are used or are necessary for the operation of the Business. Schedule 3.15 sets forth all of the Contracts required or necessary to operate the Business as it has been operated by the Company, including all non-competition, non-solicitation and other agreements containing similar restrictive covenants with employees of the Business on the Closing Date, and all such agreements entered into with any former employee of the Business who is associated with any Intellectual Property of the Company whose restrictive covenants have not yet expired (the “Employee Restrictive Covenant Agreements”). All of the Contracts listed on Schedule 3.15 hereto are referred to in this Agreement as the “Operating Contracts.” All of the Operating Contracts were made in the Ordinary Course of Business, and, to the Company’s Knowledge, are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon either Seller or the Business. The Company is not Neither Seller has been notified of or knows of any default in default any material respect under any of the Operating Contracts, and, and to the Company’s Sellers' Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, or cause the acceleration of an obligation of any Liability of the CompanySellers, or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to Purchaser by Sellers prior to the Closing. To the Company’s best of Sellers' Knowledge, no other party is in default under any of the Operating Contracts. The covenants , nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the employees Operating Contracts, or cause the acceleration of the Company, including without limitation any non-competition and non-solicitation covenants, under the agreements set forth on Schedule 2.1(a)(i)(H), remain in full force and effect and have not and will not be terminated at obligation owed to or prior to the Closing Date or otherwise terminate at the time such employees’ employment with the Company terminatesby either Seller. Except as described on Schedule 3.15 1.1(g) hereto, none of the Operating Contracts have been canceled, terminated, amended or modifiedmodified and, to the best of Sellers' Knowledge, all parties to such Operating Contracts are in all material respects in compliance therewith. Except as provided in Schedule 3.4 4.3 hereto, the consummation all of the transactions contemplated hereby will not require Operating Contracts are assignable by Sellers and assumable by Purchaser without giving advance notice to or receiving the consent or approval of any Person under and any such required notices, consents and approvals, if any, as are required shall be given or obtained by Sellers prior to the Date of the Operating ContractsClosing.

Operating Contracts. Except as disclosed in The Operating Contracts set forth on Schedule 3.154.1(g) hereto include all Contracts, commitments, leases, licenses and except with respect to Contracts that have been fully performed as all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from or are used or are necessary for the operation of the date hereof and have no further force or effect, the Company is not a party to any oral or written Contract with respect to the Business. Schedule 3.15 sets forth all of the Contracts required or necessary to operate the Business as it has been operated by the Company, including all non-competition, non-solicitation and other agreements containing similar restrictive covenants with employees of the Business on the Closing Date, and all such agreements entered into with any former employee of the Business who is associated with any Intellectual Property of the Company whose restrictive covenants have not yet expired (the “Employee Restrictive Covenant Agreements”). All of the Contracts listed on Schedule 3.15 hereto are referred to in this Agreement as the “Operating Contracts.” All of the Operating Contracts were made in the Ordinary Course of Business, and, to the Company’s Knowledge, are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon MFM, the Business or BAB's operation of the Business. The Company is not Neither MFM nor the Shareholders has been notified of and none of them knows of any default in default any material respect under any of the Operating Contracts, and, and to the Company’s their Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of an obligation of MFM or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB by another MFM and the Shareholders prior to the Effective Time. To the Knowledge MFM and the Shareholders, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of any Liability of the Company, obligation owed to or result in the creation of any Encumbrance upon any of the Assets. To the Company’s Knowledge, no other party is in default under any of the Operating Contracts. The covenants of the employees of the Company, including without limitation any non-competition and non-solicitation covenants, under the agreements set forth on Schedule 2.1(a)(i)(H), remain in full force and effect and have not and will not be terminated at or prior to the Closing Date or otherwise terminate at the time such employees’ employment with the Company terminatesby MFM. Except as described on Schedule 3.15 4.1(g) hereto, none of the Operating Contracts have been canceled, terminated, amended or modifiedmodified and, to the Knowledge of MFM and the Shareholders, all parties to such Operating Contracts are in all material respects in compliance therewith. Except as provided in Schedule 3.4 6.3 hereto, the consummation all of the transactions contemplated hereby will not require Operating Contracts are assignable to and assumable by the Survivor without giving advance notice to or receiving the consent or approval of any Person under and any of such required notices, consents and approvals, if any, as are required shall be given or obtained by MFM or the Operating ContractsShareholders prior to the Closing.

Operating Contracts. Except as disclosed in Schedule 3.153.16, and except with respect to (i) Contracts that have been fully performed as of the date hereof and have no further force or effect, (ii) Contracts that can be terminated on sixty (60) days or less notice, (iii) Contracts that have associated payments of less than $5,000 per year, and (iv) the Contracts that are mortgages (the "Mortgages") and tenant leases (the "Tenant Leases") and vacant land Real Estate properties set forth on Schedule 3.22, the Company is not a party to any oral or written Contract with respect to the Business. Schedule 3.15 sets forth all of the Contracts required or necessary to operate the Business as it has been operated by the Company, including all non-competition, non-solicitation and other agreements containing similar restrictive covenants with employees of the Business on the Closing Date, and all such agreements entered into with any former employee of the Business who is associated with any Intellectual Property of the Company whose restrictive covenants have not yet expired (the “Employee Restrictive Covenant Agreements”)Contract. All of the Contracts listed on Schedule 3.15 3.16 hereto are referred to in this Agreement as the “"Operating ContractsContracts .” " All of the Operating Contracts Contracts, Mortgages and Tenant Leases were made in the Ordinary Course of Business, and, to the Knowledge of the Company’s Knowledge, are valid, binding and currently in full force and effect. The Except as set forth on Schedule 3.16, the Company is not in default under any of the Operating Contracts, Mortgages or Tenant Leases, and, to the Knowledge of the Company’s Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, the Mortgages or Tenant Leases, or cause the acceleration of any Liability of the Company, or result in the creation of any Encumbrance upon any of the Assetsproperties or assets of the Company. To the Knowledge of the Company’s Knowledge, no other party is in default under any of the Operating Contracts. The covenants of the employees of the Company, including without limitation any non-competition and non-solicitation covenants, under the agreements set forth on Schedule 2.1(a)(i)(H), remain in full force and effect and have not and will not be terminated at Mortgages or prior to the Closing Date or otherwise terminate at the time such employees’ employment with the Company terminatesTenant Leases. Except as described on Schedule 3.15 3.16 hereto, none of the Operating Contracts Contracts, Mortgages or Tenant Leases have been canceled, terminated, amended or modified. Except as provided in Schedule 3.4 hereto, the consummation of the transactions contemplated hereby Transactions will not require the consent or approval of any Person under any of the Operating Contracts, Mortgages or Tenant Leases.