UNITS
CONTEMPLATED BY THIS AGREEMENT. EACH SELLER DOES FURTHER ACKNOWLEDGE AND AGREE
THAT THE COMPANY SHALL CONTINUE TO HOLD ALL RIGHTS WITH RESPECT TO THE "BRAND"
AND THE LICENSED USE OF THE "TECHNOLOGY" (AS DEFINED IN THE OPERATING AGREEMENT)
THAT ARE GRANTED TO THE COMPANY BY THE TERMS AND CONDITIONS OF THE OPERATING
AGREEMENT AND THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT IN
ANY WAY REDUCE, IMPAIR OR TERMINATE THE COMPANY'S RIGHTS TO THE BRAND OR THE
TECHNOLOGY AS ESTABLISHED UNDER THE OPERATING AGREEMENT.
3.
PURCHASE PRICE. IN CONSIDERATION OF
BUYER'S PURCHASE OF THE PURCHASED UNITS, BUYER SHALL PAY EACH SELLER AN AMOUNT
EQUAL TO $37,393 PER UNIT (THE "PURCHASE PRICE") IN RESPECT OF THE PURCHASED
UNITS OF SUCH SELLER, PAYABLE BY MEANS OF WIRE TRANSFER AT THE CLOSING.
4.
REPRESENTATIONS AND WARRANTIES OF
SELLER. EACH SELLER, SEVERALLY AND NOT JOINTLY, HEREBY REPRESENTS AND WARRANTS
TO BUYER, AS FOLLOWS:
4.1
PURCHASED UNITS. EACH SELLER OWNS,
BENEFICIALLY AND OF RECORD, ALL RIGHT, TITLE AND INTEREST IN AND TO THE
PURCHASED UNITS, FREE AND CLEAR OF ALL LIENS. AT THE CLOSING, BUYER WILL ACQUIRE
FROM SELLER GOOD AND VALID TITLE TO THE PURCHASED UNITS, FREE OF ALL LIENS.
OTHER THAN THE PURCHASED UNITS, SELLER HAS NO OTHER INTEREST IN ANY UNITS, OTHER
EQUITY SECURITIES OF THE COMPANY, SECURITIES OF THE COMPANY CONTAINING ANY
EQUITY FEATURES, ANY RIGHT, SUBSCRIPTION, WARRANT, OPTION, CONVERSION RIGHT OR
AGREEMENT OF ANY KIND TO PURCHASE OR OTHERWISE ACQUIRE FROM THE COMPANY ANY
MEMBERSHIP INTEREST, INTEREST IN ITS UNITS OR OTHER EQUITY OR ANY OTHER
SECURITIES OF THE COMPANY OF ANY KIND.
4.2
AUTHORITY; ENFORCEABILITY. SELLER IS DULY
FORMED OR ORGANIZED AND VALIDLY EXISTING, AND HAS THE REQUISITE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE POWER TO SELL, TRANSFER AND CONVEY
THE PURCHASED UNITS AS PROVIDED BY THIS AGREEMENT). THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY SELLER AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE
ACTION ON THE PART OF SELLER, AND NO OTHER
2
PROCEEDINGS ON ITS PART ARE NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT. THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SELLER AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF SELLER,
ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT
THAT SUCH ENFORCEABILITY (I) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS
GENERALLY, AND (II) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
4.3
CONSENTS. EXCEPT AS PROVIDED IN THE
OPERATING AGREEMENT AND EXCEPT FOR SUCH APPROVALS, CONSENTS OR WAIVERS OF, OR
FILINGS WITH, PERSONS OR GOVERNMENTAL AUTHORITIES THAT HAVE ALREADY BEEN
OBTAINED BY SELLER, NO APPROVAL, CONSENT OR WAIVER OF, OR FILING WITH, ANY
PERSON OR GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS