3. Status of Assignor Following Transfer. Upon and after the Effective Date, Assignorwill not have any interest in the Area Development Rights or the ADA. Assignor, however, willremain liable for any responsibilities, obligations, and liabilities of MCA under the ADA up to theEffective Date, including all monetary obligations due to Franchisor, its affiliates and otherthird parties under ADA that have accrued as of the Effective Date. Further, following theEffective Date, Assignor will continue to have an interest in the Brandon Franchise Agreement andBrandon Restaurant, and will continue to be bound by all obligations and responsibilities relatedthereto. Notwithstanding the foregoing or any other provision of Section 9 of the ADA, Assignorshall not pay a transfer fee.4. Post-Termination Obligations. MCA, as well as any MCA Principal who does notacquire or maintain an interest in AMC on or after the Effective Date, acknowledge and agree that,following the Effective Date, each will continue to be bound by and comply with allpost-termination obligations set forth in Section 8 of the ADA.5. Indemnification. A. MCA, T. Ansley, M. Ansley, T.D. Ansley, Menker and Curtis, for themselves,their respective heirs, successors, assigns, officers, directors, employees, andagents (collectively, the “MCA Parties” for purposes of this Section 5 and Sections 6and 8), agree to indemnify and hold harmless Franchisor, its affiliates, successors,assigns, officers, directors, employees, agents and each of them (collectively, the“Franchisor Parties” for purposes of this Section 5 and Sections 6, 7 and 8) againstany and all liabilities, damages, actions, claims, costs (including reasonableattorneys’ fees), or expenses of any nature resulting, directly or indirectly, fromany of the following: (1) any misrepresentations or breaches of warranty by MCA or theMCA Principals under this Agreement; (2) the Transfer; and (3) any claim, suit orproceeding initiated by or for a third party(s), now or in the future, that arises outof or relates to the ADA, Area Development Rights or the business operated by Assignorprior to the Effective Date. B. AMC, for itself, and its successors, assigns, officers, directors, employees,agents, and each of them (collectively, the “AMC Parties” for purposes of this Section5 and Sections 7 and 8), agree to indemnify and hold harmless the Franchisor Partiesagainst any and all liabilities, damages, actions, claims, costs (including reasonableattorneys’ fees), or expenses of any nature resulting, directly or indirectly, fromany of the following: (1) any misrepresentations or breaches of warranty by AMC underthis Agreement; (2) the Transfer; and (3) the operation of the business under the ADAor the Area Development Rights on and after the Effective Date.6. Release by the MCA Parties. Except as noted in this Section 6, the MCA Partiesrelease and forever discharge the Franchisor Parties of and from any and all claims, debts,liabilities, demands, obligations, costs, expenses, actions and causes of action, whether known orunknown, vested or contingent, which MCA or the MCA Principals may now or in the future own orhold, that in any way relate to the ADA, the Brandon Franchise Agreement, or the Brandon Restaurant(collectively referred to as “MCA Claims” for purposes of this Section 6 and 8), for known orunknown damages or other losses including but not limited to, any allegedviolations of any deceptive or unfair trade practices laws, franchise laws, or other local,municipal, state, federal or other laws, statutes, rules or regulations, and any alleged violationsof the ADA, the Brandon Franchise Agreement or any other related agreement between us on the onehand, and MCA, the MCA Principals, their respective affiliates or any combination thereof, on theother hand.
 
 

 
As to the Brandon Franchise Agreement, Assignor and Franchisor acknowledge and agree that thisrelease is for Claims arising through the Effective Date, and not to any claims that the MCAParties may have for events occurring after the Effective Date.7. Release by the AMC Parties. Except as noted in this Section 7, the AMC Partiesrelease and forever discharge the Franchisor Parties of and from any and all claims, debts,liabilities, demands, obligations, costs, expenses, actions and causes of action, whether known orunknown, vested or contingent, which AMC may now or in the future own or hold, that in any wayrelate to the ADA (collectively referred to as “AMC Claims” for purposes of this Section 7 and 8),for known or unknown damages or other losses including but not limited to, any alleged violationsof any deceptive or unfair trade practices laws, franchise laws, or other local, municipal, state,federal or other laws, statutes, rules or regulations, and any alleged violations of the ADA or anyother related agreement between us on the one hand, and AMC or its affiliates, or any combinationthereof, on the other hand.The AMC Parties and the Franchisor Parties acknowledge and agree that this release iseffective as to AMC Claims arising through the Effective Date, and not to any claims that the AMCParties may have for events occurring after the Effective Date.8. Acknowledgement of Releasors. The release of MCA Claims in Section 6 and AMCClaims in Section 7 are intended by the MCA Parties and AMC Parties (collectively, the“Releasors”), to be full and unconditional general releases, as that phrase is used and commonlyinterpreted, extending to all claims of any nature, whether or not known, expected or anticipatedto exist in favor of the Releasors against the Franchisor Parties. The Releasors acknowledge thatclaims or facts in addition to or different from those which are now known or believed to existwith respect to the matters mentioned herein may later be discovered and that it is the Releasors’intention to fully and forever release any and all matters, regardless of the possibility of laterdiscovered claims or facts. The Releasors further acknowledge that they have had adequateopportunity to gather all information necessary to enter into this Agreement and to grant thereleases contained herein, and need no further information or knowledge of any kind that wouldotherwise influence the decision to enter into this Agreement and release. This release is andshall be and remain a full, complete and unconditional general release.9. Personal Guaranty. T. Michael Ansley, AMC, and each of AMC’s shareholders, agreeto execute a personal guaranty in the form attached as Exhibit A to this Agreement (the“Personal Guaranty”); provided that this requirement will not apply if T. Michael Ansley or anyshareholder has, in connection with the prior execution of the ADA, already executed a personalguaranty that is currently in force and that is in a form that is substantially similar, asdetermined by Franchisor, to the Personal Guaranty. T. Michael Ansley acknowledges that neitherthis Agreement, nor any part thereof, shall operate as a release of any claims that Franchisor mayhave (now or in the future) that relate to any Personal Guaranty previously executed by T. MichaelAnsley.10. Delivery of Transfer Documents. Franchisor shall be provided with a complete copyof all documents evidencing the Transfer.
 
 

 
11. Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Minnesota. All legal proceedings relating to this Agreement must bebrought or otherwise commenced in the state or federal courts of Minnesota.12. Miscellaneous. This Agreement, and the documents referred to herein, representthe entire agreement among the parties respecting the subject matter hereof. No amendment will bebinding unless in writing and signed by the party against whom enforcement is sought. ThisAgreement may be signed in counterparts.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.           **FRANCHISOR****:****Buffalo Wild WingsInternational, Inc.**                 By: /s/ Sally J. Smith                 Name: Sally J. Smith        Title: President and CEO                 **ASSIGNOR****:**   **ASSIGNEE****:**           **MCA Enterprises Brandon, Inc.**   **AMC Wings, Inc.**           By: /s/ T. Michael Ansley   By: /s/ T. Michael Ansley           Name: T. Michael Ansley     Diversified Restaurant Holdings, Inc.,  Title: President     Sole Shareholder of AMC Wings, Inc.          Its: President & CEO,