BENEFIT
ARRANGEMENT OR COMMITMENT WHICH IS OR HAS BEEN MAINTAINED OR CONTRIBUTED TO BY
SELLER, (B) ANY PORTION OF ANY BONUSES EARNED OR ACCRUED UPON THE BASIS OF ANY
EVENTS OCCURRING PRIOR TO THE EFFECTIVE DATE, (C) ANY ACCRUED VACATION BENEFITS,
OR (D) ANY OBLIGATION TO REIMBURSE ANY EMPLOYEE FOR EXPENSES INCURRED PRIOR TO
THE EFFECTIVE DATE;
(3)
ANY LIABILITY OR OBLIGATION WHICH, ABSENT THIS PROVISION,
COMPRISES A PART OF THE ASSUMED LIABILITIES BUT WHICH IS COVERED BY ANY
INSURANCE POLICY MAINTAINED BY SELLER OR ANY OF SELLER'S AFFILIATES (BUT, THEN,
ONLY TO THE EXTENT OF SUCH INSURANCE COVERAGE);
(4)
ANY (A) INTER-COMPANY CHARGES OR AMOUNTS DUE PARENT OR ANY
AFFILIATE OF SELLER OR PARENT, (B) CLAIMS RELATING TO INTER-FRANCHISE PAYMENT
OBLIGATIONS WHICH ARE BASED ON THE NON-PAYMENT OF AMOUNTS OWING ANY OTHER
FRANCHISEE OF THE FRANCHISOR, (C) AMOUNTS DUE FOR BORROWED MONEY, (D)
OBLIGATIONS ARISING UNDER ANY AGREEMENT, INSTRUMENT OR OTHER CONTRACTUAL
UNDERTAKING OR COMMITMENT THAT IS NOT AN ASSIGNED CONTRACT OR WHICH IS NOT AN
ASSUMED LIABILITY, (E) OBLIGATIONS TO REFUND PREPAYMENTS BY CUSTOMERS WHICH
SELLER RECEIVED WITHOUT PROVIDING ANY TRAINING PRIOR TO THE EFFECTIVE DATE OR
WHICH PREPAYMENTS REPRESENT DUPLICATE PAYMENTS, OR (F) INTER-FRANCHISE
OBLIGATIONS RELATING TO PAYMENT FOR TRAINING PROVIDED BY FRANCHISEES OF THE
FRANCHISOR OTHER THAN THE BUYER OR ITS AFFILIATES UPON REDEMPTION OF NATIONAL
5
TRAINING COUPONS SOLD BY SELLER PRIOR TO THE EFFECTIVE DATE IN CIRCUMSTANCES
WHERE SAME ARE REDEEMED MORE THAN ONE (1) YEAR AFTER THE ISSUANCE OF SUCH
COUPONS;
(5)
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(6)
ANY (A) LIABILITY OR OBLIGATION TO INDEMNIFY ANY DIRECTOR,
OFFICER, EMPLOYEE OR AGENT OF SELLER, EXCEPT WITH REGARD TO INDEMNIFICATION
OBLIGATIONS OWED TO SELLER OR PARENT FROM BUYER AND/OR OWNERS ARISING UNDER THIS
AGREEMENT, (B) LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY VIOLATION OF A
STATUTE OR GOVERNMENTAL RULE, REGULATION, DIRECTIVE OR OTHER REQUIREMENT, AND
ANY LIABILITY OR OBLIGATION OF A CONDITIONAL, CONTINGENT OR SIMILAR NATURE
EXCEPT FOR MATTERS WHICH ARISE FROM OR RELATE TO A BREACH OF THE OWNER BUSINESS
REPRESENTATIONS (AS DEFINED AND FURTHER DESCRIBED IN SECTION 6.3 BELOW), OR (C)
LIABILITY OR OBLIGATION WHICH ARISES FROM OR IS BASED ON A CLAIM FOR INJURY TO
OR DEATH OF PERSONS, OR DAMAGE TO OR DESTRUCTION OF PROPERTY, REGARDLESS OF WHEN
ASSERTED, BUT WHICH ARISES FROM FACTS OR CIRCUMSTANCES WHICH OCCURRED PRIOR TO
THE EFFECTIVE DATE;
(7)
THE OBLIGATIONS OF SELLER, PARENT OR THEIR AFFILIATE(S) ON ANY
GUARANTY OF THE FACILITIES LEASE (BUT SUBJECT TO THE PROVISIONS SET FORTH IN
SECTION 4.1); AND
(8)
ANY DEBTS, LIABILITIES OR OBLIGATIONS INCURRED BY SELLER, OR
ACTIONS, CLAIMS OR LAWSUITS ASSERTED AGAINST EITHER BUYER OR SELLER WHICH RELATE
TO THE OPERATION OF THE BUSINESS PRIOR TO THE EFFECTIVE DATE, EXCEPT FOR MATTERS
WHICH ARISE FROM OR RELATE TO (X) A BREACH OF THE OWNER BUSINESS REPRESENTATIONS
(AS DEFINED AND FURTHER DESCRIBED IN SECTION 6.3 BELOW), (Y) THE ASSUMED
LIABILITIES, AND/OR (Z) THE TRAINING OBLIGATIONS.
Section 3
CLOSING AND CLOSING DATE
3.1
CLOSING DATE.
THE CONSUMMATION OF