TO
OBTAIN AN EXEMPTION FROM REGULATION AS A "BUSINESS OPPORTUNITY" OR TO OTHERWISE
BE SUBJECT TO REGULATION UNDER LEGAL REQUIREMENTS IN SUCH JURISDICTIONS ABSENT
SUCH NOTICE FILING; AND (V) SOLD NO FRANCHISES DURING PERIODS AFTER THE NEED FOR
AMENDMENT AROSE AND BEFORE THE PROSPECTIVE FRANCHISEE HAD BEEN IN RECEIPT OF AN
AMENDED SELLER UFOC FOR THE REQUIRED PERIOD FOR REDISCLOSURE IN THE
JURISDICTION.
SELLER UFOCS WERE PREPARED IN ALL MATERIAL RESPECTS IN COMPLIANCE
WITH THE UFOC GUIDELINES AND/OR OTHER LEGAL REQUIREMENTS AND THERE WERE NO
MATERIAL MISREPRESENTATIONS OR MISSTATEMENTS OF FACT OR OMISSIONS TO STATE
MATERIAL INFORMATION IN ANY SELLER UFOC NECESSARY TO MAKE THE STATEMENTS MADE
THEREIN NOT MISLEADING UNDER THE CIRCUMSTANCES AT THE TIME SUCH SELLER WAS USING
SUCH SELLER UFOC.
SINCE JANUARY 1, 2004, NEITHER SELLER HAS EVER WITHDRAWN ANY
OF THEIR APPLICATIONS OR REGISTRATIONS TO OFFER AND SELL FRANCHISES FROM ANY
JURISDICTION EXCEPT AS SET FORTH ON SCHEDULE 4.23(I).
(J)
TO THE SELLERS' KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE 4.23(J),
NEITHER SELLER HAS (I) OFFERED OR SOLD FRANCHISES OR ANY FORM OF AGREEMENT FOR
OPERATIONS UNDER THE BRANDS OUTSIDE OF THE UNITED STATES OR (II) FILED ANY
APPLICATION SEEKING REGISTRATION, EXEMPTION, AND/OR APPROVAL TO DO SO.
(K)
THE SELLERS HAVE HERETOFORE MADE AVAILABLE TO BUYER CORRECT AND COMPLETE
COPIES OF ALL CORRESPONDENCE WITH GOVERNMENT AUTHORITIES CONCERNING COMPLIANCE
WITH REGISTRATION LAWS (INCLUDING FRANCHISE REGISTRATION ORDERS), FRANCHISE
ADVERTISING OR PROMOTIONAL MATERIALS, UFOCS, AND FRANCHISE AGREEMENTS WITH
CURRENT AND PAST FRANCHISEES.
THE SELLERS HAVE MADE AVAILABLE OR DELIVERED TO
BUYER TRUE AND COMPLETE COPIES OF THE FRANCHISEE FILES AND OTHER MATERIALS
ASSOCIATED WITH EACH AND EVERY FRANCHISEE.
SINCE JANUARY 1, 2005, SELLERS HAVE
NOT, IN ANY OF THE AFOREMENTIONED DOCUMENTS OR FILINGS UNDER ANY REGISTRATION
LAWS, MADE ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITTED TO STATE ANY FACT
NECESSARY TO MAKE THE STATEMENTS MADE BY SELLERS, TAKEN AS A WHOLE, NOT
MISLEADING, IN CONNECTION WITH THE OFFER OR SALE OF ANY FRANCHISE OR BUSINESS
OPPORTUNITY.
(L)
EXCEPT AS DISCLOSED IN SCHEDULE 4.23(L), EACH FRANCHISE AGREEMENT
COMPLIES, AND THE OFFER, SALE, ADMINISTRATION AND RELATIONSHIP OF SUCH FRANCHISE
COMPLIED AT THE TIME SUCH
30
OFFER AND SALE WAS MADE AND AT ALL TIMES SINCE SUCH FRANCHISE AGREEMENT BECAME
EFFECTIVE, WITH ALL LEGAL REQUIREMENTS.
(M)
EXCEPT AS LISTED OR DESCRIBED IN SCHEDULE 4.23(M), NO FRANCHISE AGREEMENT
HAS BEEN SUBORDINATED AND NO PROVISION REGARDING THE CALCULATION AND PAYMENT OF
ROYALTY FEES IN ANY FRANCHISE AGREEMENT HAS BEEN WAIVED, ALTERED OR MODIFIED IN
ANY MATERIAL RESPECT ADVERSE TO EITHER SELLER.
(N)
SET FORTH IN SCHEDULE 4.23(N) IS A DESCRIPTION OF ANY FRANCHISEE
ORGANIZATION WHICH HOLDS ITSELF OUT AS A REPRESENTATIVE OF ANY GROUP OF TWO OR
MORE FRANCHISEES.
THERE ARE NO AGREEMENTS OF ANY KIND IN EFFECT BETWEEN ANY
SUCH FRANCHISEE ORGANIZATION AND EITHER SELLER.
(O)
EXCEPT AS SET FORTH ON SCHEDULE 4.23(O), NO ORDERS, CONSENTS OR DECREES
(OTHER THAN ROUTINE COMMENT LETTERS FROM REGULATORS, ORDERS APPROVING
REGISTRATIONS, RENEWALS OF REGISTRATIONS OR REGISTRATION EXEMPTIONS) HAVE BEEN
ISSUED BY ANY FOREIGN