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
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)
[***************]
(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
5
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 THE
TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT (THE "CLOSING") HAS BEEN HELD ON THE
DATE OF THIS AGREEMENT (THE "CLOSING DATE") EFFECTIVE AS OF THE EFFECTIVE DATE.
3.2
ACTS OF SELLER AND PARENT.
AT THE CLOSING,
SELLER AND PARENT, OR WHICHEVER THEREOF MAY BE REQUIRED BY THE CIRCUMSTANCES,
HAS TAKEN SUCH ACTIONS AND HAS EXECUTED AND DELIVERED, OR CAUSED TO BE EXECUTED
AND DELIVERED, TO BUYER SUCH CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS ARE
REQUIRED BY THIS AGREEMENT OR AS ARE REQUIRED TO GIVE FULL EFFECT TO THE
TRANSACTIONS PROVIDED FOR HEREIN.
SUCH ACTIONS AND MATERIALS INCLUDE, BUT