the collection or receipt by MFFB
or its Affiliates, as applicable, of any Product Formulation Royalties, MFFB or
its Affiliates shall pay to, or as directed by, Buyer such amounts owing Buyer
in immediately available funds by wire transfer.
All payments pursuant to this
Section 7.12 shall be made in accordance with the allocation schedule for the
applicable Vendor Agreements attached hereto as Schedule 7.12 (the "Vendor
Allocation Schedule").
Notwithstanding the foregoing, MFFB shall use, and shall
cause its Affiliates to use, good faith efforts to have the counterparty to each
Vendor Agreement pay Buyer the Product Formulation Royalties directly, based
upon the Vendor Allocation Schedule.
In addition, MFFB shall use its good faith
efforts, or cause its Affiliates to use good faith efforts, to assist Buyer in
transitioning any services received pursuant to a Vendor Agreement to Buyer as
Buyer may request.
7.13
Lease Obligations.
(A)
GENERAL.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7.13, MFFB
AND ITS AFFILIATES SHALL RETAIN ALL LIABILITY FOR THOSE GACCF LOCATIONS SET
FORTH ON SCHEDULE 7.13(A) FOR WHICH MFFB OR ONE OF ITS AFFILIATES IS EITHER THE
TENANT UNDER THE LEASE OR GUARANTEES THE OBLIGATIONS UNDER THE LEASE
(COLLECTIVELY, "LEASE LOCATIONS").
IF BUYER TERMINATES THE FRANCHISE AGREEMENT
FOR ANY FRANCHISEE IN A LEASE LOCATION, BUYER SHALL USE ITS GOOD FAITH EFFORTS
TO PROVIDE MFFB AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH
TERMINATION.
IF MFFB, OR ANY OF ITS SUCCESSORS AND ASSIGNS OF ANY MFFB OTHER
FRANCHISE BRAND, TERMINATES ANY MFFB OTHER FRANCHISE BRAND AT A LEASE LOCATION,
MFFB SHALL USE ITS GOOD FAITH EFFORTS TO PROVIDE BUYER AT LEAST THIRTY (30) DAYS
PRIOR WRITTEN NOTICE OF SUCH TERMINATION.
(B)
NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, IF ANY
FRANCHISE AGREEMENT IN RESPECT OF ANY LEASE LOCATION IS TERMINATED BY BUYER,
WITH OR WITHOUT CAUSE, OR IS TERMINATED BY THE FRANCHISEE OF SUCH LEASE
LOCATION, BUYER AND MFFB SHALL EACH USE THEIR REASONABLE BEST EFFORTS TO
(I) WITHIN THE FIRST NINETY (90) DAYS FOLLOWING THE EFFECTIVE DATE OF SUCH
TERMINATION, LOCATE ANOTHER PERSON TO OPERATE THE FRANCHISE AT SUCH LEASE
LOCATION, (II) BETWEEN NINETY-ONE (91) AND ONE HUNDRED EIGHTY (180) DAYS
FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION, FIND A SUITABLE FRANCHISEE
FROM ANY BRAND UNDER WHICH BUYER OR MFFB, OR EITHER OF THEIR AFFILIATES,
CONDUCTS A FRANCHISE BUSINESS, TO OPERATE A FRANCHISE AT SUCH LEASE LOCATION,
AND (III) FROM ONE HUNDRED EIGHTY-ONE (181) DAYS FOLLOWING THE EFFECTIVE DATE OF
SUCH TERMINATION, EITHER FIND ANY PERSON TO OPERATE ANY BUSINESS AT SUCH LEASE
LOCATION OR NEGOTIATE A SETTLEMENT, REASONABLY ACCEPTABLE TO EACH PARTY, WITH
THE LANDLORD TERMINATING THE LEASE FOR SUCH LEASE LOCATION.
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(C)
FOR PURPOSES OF THIS SECTION 7.13, "CAUSE" SHALL MEAN A TERMINATION
OF A FRANCHISE AGREEMENT BY BUYER DUE TO A BREACH OF THE FRANCHISE AGREEMENT BY
THE FRANCHISEE, WHICH BREACH IS NOT CURED, OR CAPABLE OF BEING CURED, IN THE
TIME PERMITTED UNDER THE APPLICABLE FRANCHISE AGREEMENT OR A TERMINATION OF THE
FRANCHISE