RELATE TO A PERIOD ENDING ON OR AFTER THE CLOSING DATE;
(II)
GAM ACCOUNTS RECEIVABLE RELATING TO THE GAC MANUFACTURING
BUSINESS THAT ARE RECEIVED BY GAM FOLLOWING THE CLOSING DATE TO THE EXTENT SUCH
PROCEEDS RELATE TO A PERIOD ENDING ON OR AFTER THE CLOSING DATE (SECTIONS
3.7(A)(I) AND (II) COLLECTIVELY, THE "BUYER ACCOUNTS RECEIVABLE");
(B)
THE PARTIES AGREE THAT EACH SELLER, AS APPLICABLE, WILL CONTINUE TO
COLLECT THE BUYER ACCOUNTS RECEIVABLE THROUGH THE APPLICABLE SELLER'S CURRENT
EFT SYSTEM PURSUANT TO AND UNTIL SUCH TIME AS STIPULATED IN THE TRANSITION
SERVICES AGREEMENT AND FORWARD SUCH AMOUNTS TO BUYER.
(C)
BUYER ACKNOWLEDGES THAT ALL GACCF ACCOUNTS RECEIVABLE AND GAM ACCOUNTS
RECEIVABLE IN RESPECT OF AMOUNTS DUE FROM FRANCHISEES OR ANY PERSONS PRIOR TO
THE CLOSING DATE SHALL REMAIN THE PROPERTY OF EACH SELLER, AS APPLICABLE, (THE
"SELLER ACCOUNTS RECEIVABLE") AND THAT BUYER SHALL NOT ACQUIRE ANY BENEFICIAL
RIGHT OR INTEREST THEREIN.
AN
21
ESTIMATE OF THE SELLER ACCOUNTS RECEIVABLE CALCULATED AS OF SEPTEMBER 29, 2007
IS SET FORTH ON SCHEDULE 3.7.
A REVISED ESTIMATE OF THE SELLER ACCOUNTS
RECEIVABLE AS OF THE CLOSING DATE SHALL BE CALCULATED WITHIN TEN (10) DAYS OF
THE CLOSING DATE, WITH THE SELLER ACCOUNTS RECEIVABLE TO BE FINALIZED AND
UPDATED IN CONNECTION WITH THE PREPARATION OF THE CLOSING STATEMENT.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION
3.7(B), THE
SELLERS SHALL BE ENTITLED TO RETAIN FROM THE AMOUNTS COLLECTED PURSUANT TO
SECTION 3.7(B) ANY SELLER ACCOUNTS RECEIVABLE ACTUALLY RECEIVED BY THE SELLERS
FROM A FRANCHISEE.
(E)
WITHIN 10 DAYS FOLLOWING THE END OF EACH CALENDAR MONTH FOLLOWING THE
CLOSING DATE, BUYER SHALL FORWARD TO THE SELLERS ANY AMOUNTS ACTUALLY RECEIVED
BY BUYER FOLLOWING THE CLOSING DATE THAT ARE DESIGNATED BY A FRANCHISEE AS
SELLER ACCOUNTS RECEIVABLE.
FOR PURPOSES OF DETERMINING THE AMOUNT OF SELLER
ACCOUNTS RECEIVABLE PAYABLE TO THE SELLERS FOR PURPOSES OF THIS SECTION 3.7,
(X) IN THE CASE OF SELLER ACCOUNTS RECEIVABLE RECEIVED IN RESPECT OF A PERIOD
(SUCH AS A FISCAL QUARTER OR OTHER SIMILAR PERIOD FOR WHICH SUCH AMOUNTS ARE
PAID) THAT WAS COMPLETED PRIOR TO THE CLOSING DATE, THE ENTIRE AMOUNT OF SUCH
SELLER ACCOUNTS RECEIVABLE SHALL BE PAID TO THE SELLERS AND (Y) IN THE CASE OF
ANY SELLER ACCOUNTS RECEIVABLE THAT ARE PAID ON A PERIODIC BASIS AND ARE PAYABLE
FOR A PERIOD (SUCH AS A FISCAL QUARTER) THAT INCLUDES, BUT DOES NOT END PRIOR
TO, THE CLOSING DATE, THE SELLERS SHALL BE PAID A PORTION OF SUCH SELLER
ACCOUNTS RECEIVABLE EQUAL TO THE SELLER ACCOUNTS RECEIVABLE FOR THE ENTIRE
APPLICABLE PERIOD MULTIPLIED BY A FRACTION THE NUMERATOR OF WHICH IS THE NUMBER
OF DAYS IN SUCH PERIOD ENDING ON THE CLOSING DATE AND THE DENOMINATOR OF WHICH
IS THE NUMBER OF DAYS IN THE ENTIRE PERIOD FOR WHICH SUCH SELLER ACCOUNTS
RECEIVABLE ARE PAID.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3.7, NEITHER
SELLER, MFFB NOR ANY OF THEIR AFFILIATES SHALL BE ENTITLED TO CONTACT ANY
FRANCHISEE REGARDING ANY PAST DUE SELLER ACCOUNTS