HAVE A MATERIAL ADVERSE EFFECT ON ITS RIGHTS AND INTERESTS IN
ANY FRANCHISE AGREEMENT.
TO THE KNOWLEDGE OF GACCF, THERE ARE NOT CURRENTLY,
NOR HAVE THERE EVER BEEN ANY ADMINISTRATIVE ACTIONS, CEASE AND DESIST ORDERS OR
OTHER ADMINISTRATIVE ACTIONS BY ANY FEDERAL OR STATE AGENCY WHICH REGULATES
FRANCHISES.
(Y)
SINCE JANUARY 1, 2004, EXCEPT AS SPECIFIED ON SCHEDULE 4.23(Y),
GACCF HAS NOT WAIVED ENFORCEMENT OF, OR FAILED TO ENFORCE, ANY NONCOMPETE OR
SIMILAR RESTRICTION UNDER A FRANCHISE AGREEMENT, AND TO THE KNOWLEDGE OF GACCF,
NO CURRENT OR FORMER FRANCHISEE IS CURRENTLY IN VIOLATION OF ANY APPLICABLE
NONCOMPETE COVENANT.
43
(Z)
EXCEPT AS SET FORTH ON SCHEDULE 4.23(Z), NEITHER GACCF NOR ANY OF
ITS AFFILIATES HAVE ENTERED INTO ANY GUARANTEES IN RESPECT OF LEASES HELD BY
FRANCHISEES OF THE BUSINESSES.
(AA)
ALL PERSONS ACTING AS FRANCHISE SALESPERSONS AND
FRANCHISE SALES BROKERS AUTHORIZED TO ACT ON BEHALF OF GACCF HAS BEEN DULY AND
TIMELY REGISTERED AND QUALIFIED IN ALL JURISDICTIONS WHERE SUCH REGISTRATION OR
QUALIFICATION IS NECESSARY.
ALL INFORMATION FILED BY GACCF WITH SUCH
REGISTRATIONS ABOUT ALL SUCH PERSONS IS ACCURATE, TRUE AND COMPLETE IN ALL
RESPECTS.
ALL OF THE DOMESTIC UFOCS ACCURATELY DISCLOSE ANY RELEVANT
INFORMATION ABOUT FRANCHISE BROKERS REQUIRED IN ITEMS, 2, 3 AND 4.
(BB)
SINCE JANUARY 1, 2004, GACCF HAS CONDUCTED
REASONABLE TRAINING PROGRAMS FOR ALL OFFICERS, AGENTS, EMPLOYEES, BROKERS,
SALESPERSONS, CONTRACTORS AND OTHER REPRESENTATIVES ENGAGED IN THE OFFER AND
SALE OF FRANCHISES ON BEHALF OF GACCF IN THE REQUIREMENTS OF APPLICABLE LAW
BEFORE PERMITTING SUCH PERSONS TO ENGAGE WITH PROSPECTIVE FRANCHISEES AND HAS A
STANDARD PRACTICE OF RETRAINING SUCH PERSONS AT LEAST ANNUALLY REGARDING THE
REQUIREMENTS OF APPLICABLE LAW.
(CC)
GACCF HAS NO PUBLISHED POLICIES GOVERNING ITS
FRANCHISE SALES EFFORTS AND PERSONNEL THAT MANDATE CONFORMANCE WITH APPLICABLE
LAW AND THAT NOTIFY SALES PERSONNEL THAT VIOLATION OF ANY LEGAL REQUIREMENTS
WILL RESULT IN DISCIPLINARY ACTION OR TERMINATION.
GACCF HAS INSTITUTED AND
MAINTAINED INTERNAL CONTROLS ADEQUATE TO ASSURE THAT MATERIAL VIOLATIONS OF
LEGAL REQUIREMENTS GOVERNING FRANCHISE SALES ARE DISCOVERED AND REMEDIED AND
THAT THEIR RECORDS DEMONSTRATE COMPLIANCE WITH LEGAL REQUIREMENTS OR THAT
APPROPRIATE STEPS ARE TAKEN TO REMEDY NON-COMPLIANCE WHEN DISCOVERED.
(DD)
GACCF HAS OBTAINED, HAS FILED WITH THE APPLICABLE
JURISDICTIONS AND HAS RETAINED IN ITS RECORDS THE CONSENT OF THEIR ACCOUNTANTS
TO PUBLICATION OF THE FINANCIAL STATEMENTS SET FORTH IN THE SELLER UFOCS, AND
MODIFIED SELLER UFOCS TO CONFORM TO ANY COMMENTS OFFERED BY THE ACCOUNTANTS
PRIOR TO DISTRIBUTION TO PROSPECTIVE FRANCHISEES.
4.24
Powers of Attorney.
Except as set forth on
Schedule 4.24, there are no outstanding powers of attorney executed by or on
behalf of either Seller.
4.25
Investment.
Each Seller (a) understands that the
Parent Shares have not been, and will not be, registered under the Securities
Act, or under any state securities laws, and are being offered and sold in
reliance upon federal and state exemptions for transactions not involving any
public offering, (b) is acquiring the Parent Shares solely for its own account
for investment purposes, and not with a view to the