following the Closing that Seller had immediately prior to
the Closing;
(c)
obtain the release of all Liens against any of the Purchased
Assets other than Permitted Liens; and
(d)
provide evidence of compliance with the provisions of this Section
4.10 to Purchaser at Closing.
4.11
AMENDMENT OF HOOTERS LICENSE.
CONCURRENTLY WITH OR PRIOR TO THE
CLOSING, SELLER SHALL CAUSE ITS LICENSE AGREEMENTS WITH HOOTERS LICENSORS TO
HAVE BEEN AMENDED TO CONSIST, IN THEIR ENTIRETY, OF AN ASSIGNMENT AGREEMENT TO
BE NEGOTIATED AND AGREED UPON BY AND BETWEEN SELLER AND PURCHASER ON OR BEFORE
5:00 P.M., PST, MAY 7, 2007 (THE "ASSIGNMENT AGREEMENT").
4.12
NOTICE OF DEVELOPMENTS.
PRIOR TO THE CLOSING, EACH PARTY SHALL
NOTIFY, AS PROMPTLY AS IS REASONABLY PRACTICABLE, THE OTHER PARTY, IN WRITING,
OF ALL MATERIAL EVENTS, CIRCUMSTANCES, FACTS AND OCCURRENCES ARISING SUBSEQUENT
TO THE DATE OF THIS AGREEMENT WHICH COULD REASONABLY BE EXPECTED TO RESULT IN
ANY MATERIAL BREACH OF A REPRESENTATION OR WARRANTY OR COVENANT OF SUCH PARTY IN
THIS AGREEMENT OR WHICH COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF
MAKING ANY REPRESENTATION OR WARRANTY OF SUCH PARTY IN THIS AGREEMENT UNTRUE OR
INCORRECT IN ANY MATERIAL RESPECT.
4.13
EXCLUSIVITY.
UNLESS AND UNTIL THIS AGREEMENT IS TERMINATED IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE VII, SELLER WILL NOT, DIRECTLY OR
INDIRECTLY THROUGH ANY REPRESENTATIVE, EMPLOYEE OR AGENT, SOLICIT, INITIATE, OR
ENCOURAGE THE SUBMISSION OF ANY PROPOSAL OR OFFER FROM ANY PERSON RELATING TO
THE ACQUISITION OF ALL OR SUBSTANTIALLY ALL OF THE INTERESTS OR THE ASSETS OF
SELLER (INCLUDING ANY ACQUISITION STRUCTURED AS A MERGER, CONSOLIDATION, OR
SHARE EXCHANGE) OR AUTHORIZE ANY PERSON TO DO ANY OF THE FOREGOING.
4.14
CONSENT OF NOTEHOLDERS.
SELLER AND PURCHASER SHALL EACH USE ALL
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE HOLDERS OF THE NOTES TO CONSENT TO
THE TRANSACTIONS.
PURCHASER AGREES TO REIMBURSE SELLER BY WAY OF A CREDIT AT
CLOSING FOR ITS REASONABLE OUT-OF-POCKET COSTS INCURRED AT THE REQUEST OF
PURCHASER IN OBTAINING THE CONSENT OF THE HOLDERS OF THE NOTES TO THE
TRANSACTIONS OR IN AIDING PURCHASER OR ITS AGENT IN REACQUIRING THE NOTES.
4.15
ADDITIONAL DEPOSITS IF CLOSING IS DEFERRED.
IF THE CLOSING HAS NOT
OCCURRED ON OR BEFORE OCTOBER 31, 2007 BECAUSE THE REQUIRED LICENSES AND PERMITS
HAVE NOT BEEN OBTAINED AND THIS AGREEMENT HAS NOT BEEN TERMINATED AS PROVIDED IN
ARTICLE VII, PURCHASER MAY, BUT SHALL NOT BE REQUIRED TO, DEPOSIT IN ESCROW
UNDER THE TERMS OF THE ESCROW AGREEMENT AN ADDITIONAL $500,000 ON THE FIRST DAY
OF EACH SUBSEQUENT MONTH UNTIL THE CLOSING HAS OCCURRED OR THIS AGREEMENT HAS
BEEN TERMINATED.
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4.16
BAGGAGE.
CONCURRENTLY WITH THE CLOSING, SELLER SHALL PERFORM THE
FOLLOWING FUNCTIONS FOR ALL BAGGAGE, TRUNKS AND OTHER PROPERTY THAT WAS CHECKED
AND PLACED IN THE CARE OF SELLER AT THE PROPERTY:
(I) SEAL ALL PIECES OF
BAGGAGE WITH TAPE:
(II) PREPARE AN INVENTORY ("INVENTORIED BAGGAGE") OF SUCH
ITEMS INDICATING THE CHECK NUMBER APPLICABLE THERETO; AND (III) DELIVER THE
INVENTORIED BAGGAGE TO AN AUTHORIZED REPRESENTATIVE OF PURCHASER AND