Good Natured Cafe definition

Good Natured Cafe and "Leo's Deli" names and marks. SECTION 5.3
Good Natured Cafe names and marks, as provided in Section 5.2(d) of the Reorganization Agreement. (h) Compass shall not have received an opinion dated the Closing Date of Goodxxx, Xxocter & Hoar XXX, counsel to International, in substantially the form of Exhibit 1.1(a)(i). (i) There shall have been a Material Adverse Change, or an event shall have occurred which could reasonably be expected to result in a Material Adverse Change. (j) Compass shall not have received all consents or releases related to the Foodservice Business or otherwise, necessary or appropriate to effect the Contribution, the Distribution and the Merger and to release International, Daka, Compass, Compass Holdings and Compass Interim and the assets of the Foodservice Business from any obligations or liability, including, without limitation, the Indebtedness, except as may be otherwise expressly set forth herein or in the Ancillary Agreements. (k) Any approval by a Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, including without limitation any approval under the HSR Act or the Exon-Florxx Amendment shall contain a requirement for the sale or disposition of assets or conditions or limitations in connection with Compass' acquisition of the Foodservice Business or operation of its existing business and operations or the Foodservice Business after the Offer Closing Time. (l)

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