CUSTOMERS (INCLUDING, WITHOUT LIMITATION, MATERIALLY ALTERING CREDIT TERMS)
OTHER THAN ANY SUCH ACTIVITIES UNDERTAKEN IN ACCORDANCE WITH THE TERMS OF ITS
CURRENT FRANCHISE AGREEMENTS;
(G)
DELAYED OR POSTPONED THE PAYMENT OF ANY ACCOUNTS PAYABLE, OTHER PAYABLES,
EXPENSES OR OTHER LIABILITIES (INCLUDING MARKETING OR PROMOTIONAL EXPENSES), OR
ACCELERATED THE COLLECTION OF OR DISCOUNT ANY ACCOUNTS RECEIVABLE OR OTHERWISE
ACCELERATED CASH COLLECTIONS OF ANY TYPE OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS AND IN AN AMOUNT NOT GREATER THAN $5,000 IN THE AGGREGATE;
(H)
INCURRED ANY INDEBTEDNESS OR INCURRED OR BECOME SUBJECT TO ANY MATERIAL
LIABILITY, EXCEPT CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND LIABILITIES UNDER CONTRACTS (OTHER THAN LIABILITIES FOR BREACH)
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(I)
SUFFERED ANY EXTRAORDINARY LOSSES OR WAIVED ANY RIGHTS OF MATERIAL VALUE,
WHETHER OR NOT IN THE ORDINARY COURSE OF BUSINESS;
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(J)
EXPERIENCED ANY MATERIAL DAMAGE, DESTRUCTION, OR LOSS (WHETHER OR NOT
COVERED BY INSURANCE) TO ITS PROPERTY;
(K)
BECOME LIABLE FOR ANY DAMAGES IN CONNECTION WITH, OR BECOME OBLIGATED TO
RESCIND OR OTHERWISE MATERIALLY MODIFY, ANY FRANCHISE AGREEMENT; OR
(L)
COMMITTED TO DO ANY OF THE FOREGOING ACTIONS.
4.16
Material Contracts.
(A)
SCHEDULE 4.16 CONTAINS A COMPLETE AND CORRECT LIST IDENTIFIED BY SELLER,
AS OF THE DATE OF THIS AGREEMENT, OF THE FOLLOWING CONTRACTS TO WHICH EITHER
SELLER IS A PARTY OR BY WHICH EITHER SELLER IS BOUND (COLLECTIVELY, THE
"MATERIAL CONTRACTS"):
(I)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) FOR THE LEASE OF
PERSONAL PROPERTY TO OR FROM A PERSON PROVIDING FOR LEASE PAYMENT IN EXCESS OF
$5,000 PER ANNUM;
(II)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) FOR THE PURCHASE
OR SALE OF RAW MATERIALS, COMMODITIES, SUPPLIES, PRODUCTS, OR OTHER PERSONAL
PROPERTY, OR FOR THE FURNISHING OR RECEIPT OF SERVICES, THE PERFORMANCE OF WHICH
WILL EXTEND OVER A PERIOD OF MORE THAN ONE YEAR, OR INVOLVE CONSIDERATION IN
EXCESS OF $5,000;
(III)
EACH FRANCHISE AGREEMENT SUBMITTED TO A PERSON FOR EXECUTION BUT
NOT YET EXECUTED AND DELIVERED TO EITHER SELLER BY SUCH PERSON;
(IV)
ANY AGREEMENTS RELATING TO INTELLECTUAL PROPERTY RIGHTS EXCEPT AS
SET FORTH IN SCHEDULE 4.19(B);
(V)
ANY AGREEMENT IMPOSING CONTINUING CONFIDENTIALITY OBLIGATIONS ON
THE SELLERS;
(VI)
ALL EXECUTORY CONTRACTS FOR CAPITAL EXPENDITURES WITH REMAINING
OBLIGATIONS IN EXCESS OF $5,000 EACH;
(VII)
ALL CONTRACTS CONTAINING COVENANTS THAT IN ANY WAY PURPORT TO
LIMIT THE FREEDOM TO ENGAGE IN ANY LINE OF BUSINESS OR TO COMPETE WITH ANY
PERSON OR IN ANY GEOGRAPHICAL AREA;
(VIII)
ALL SEVERANCE, CHANGE OF CONTROL OR SIMILAR AGREEMENTS OR
CONTRACTS WITH ANY EMPLOYEES; AND
(IX)
ANY OTHER AGREEMENT THE PERFORMANCE OF WHICH INVOLVES
CONSIDERATION IN EXCESS OF $5,000.
(B)
ALL MATERIAL CONTRACTS ARE IN FULL FORCE AND EFFECT AND IN WRITTEN FORM
AND TRUE, CORRECT AND COMPLETE COPIES OF ALL MATERIAL CONTRACTS, INCLUDING ANY
AMENDMENTS, WAIVERS, SUPPLEMENTS OR OTHER MODIFICATIONS THERETO, HAVE BEEN MADE
AVAILABLE TO BUYER.
EXCEPT AS
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DISCLOSED IN SCHEDULE 4.16, NEITHER SELLER IS IN VIOLATION OR BREACH OF OR IN
DEFAULT UNDER