ITS APPLICATIONS OR
REGISTRATIONS TO OFFER AND SELL FRANCHISES FROM ANY JURISDICTION EXCEPT AS SET
FORTH ON SCHEDULE 4.23(I).
40
(J)
TO THE SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE
4.23(J), GACCF HAS NOT (I) OFFERED OR SOLD FRANCHISES OR ANY FORM OF AGREEMENT
FOR OPERATIONS UNDER THE BRANDS OUTSIDE OF THE UNITED STATES OR (II) FILED ANY
APPLICATION SEEKING REGISTRATION, EXEMPTION, AND/OR APPROVAL TO DO SO.
(K)
GACCF HAS HERETOFORE MADE AVAILABLE TO BUYER CORRECT AND COMPLETE
COPIES OF ALL CORRESPONDENCE WITH GOVERNMENT AUTHORITIES CONCERNING COMPLIANCE
WITH REGISTRATION LAWS (INCLUDING FRANCHISE REGISTRATION ORDERS), FRANCHISE
ADVERTISING OR PROMOTIONAL MATERIALS, UFOCS, AND FRANCHISE AGREEMENTS WITH
CURRENT AND PAST FRANCHISEES.
GACCF HAS MADE AVAILABLE OR DELIVERED TO BUYER
TRUE AND COMPLETE COPIES OF THE FRANCHISEE FILES AND OTHER MATERIALS ASSOCIATED
WITH EACH AND EVERY FRANCHISEE.
SINCE JANUARY 1, 2005, GACCF HAS NOT, IN ANY OF
THE AFOREMENTIONED DOCUMENTS OR FILINGS UNDER ANY REGISTRATION LAWS, MADE ANY
UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITTED TO STATE ANY FACT NECESSARY TO
MAKE THE STATEMENTS MADE BY GACCF, NOT MISLEADING, IN CONNECTION WITH THE OFFER
OR SALE OF ANY FRANCHISE OR BUSINESS OPPORTUNITY.
(L)
EXCEPT AS DISCLOSED IN SCHEDULE 4.23(L), EACH FRANCHISE
AGREEMENT COMPLIES, AND THE OFFER, SALE, ADMINISTRATION AND RELATIONSHIP OF SUCH
FRANCHISE COMPLIED AT THE TIME SUCH OFFER AND SALE WAS MADE AND AT ALL TIMES
SINCE SUCH FRANCHISE AGREEMENT BECAME EFFECTIVE, WITH ALL LEGAL REQUIREMENTS.
(M)
EXCEPT AS LISTED OR DESCRIBED IN SCHEDULE 4.23(M), THE RIGHTS OF GACCF
UNDER ANY AND ALL OF THE FRANCHISE AGREEMENTS HAVE NOT BEEN SUBORDINATED TO THE
RIGHTS OF ANY OTHER PERSON AND NO PROVISION REGARDING THE CALCULATION AND
PAYMENT OF ROYALTY FEES IN ANY FRANCHISE AGREEMENT HAS BEEN WAIVED, ALTERED OR
MODIFIED IN ANY MATERIAL RESPECT ADVERSE TO GACCF.
(N)
SET FORTH IN SCHEDULE 4.23(N) IS A DESCRIPTION OF ANY FRANCHISEE
ORGANIZATION WHICH HOLDS ITSELF OUT AS A REPRESENTATIVE OF ANY GROUP OF TWO OR
MORE FRANCHISEES, INDICATING THEREON WHETHER SUCH FRANCHISEE ORGANIZATION IS
SPONSORED BY GACCF OR IS INDEPENDENTLY MAINTAINED.
THERE ARE NO AGREEMENTS OF
ANY KIND IN EFFECT BETWEEN ANY SUCH FRANCHISEE ORGANIZATION AND GACCF.
(O)
EXCEPT AS SET FORTH ON SCHEDULE 4.23(O), NO ORDERS, CONSENTS OR
DECREES (OTHER THAN ROUTINE COMMENT LETTERS FROM REGULATORS, ORDERS APPROVING
REGISTRATIONS, RENEWALS OF REGISTRATIONS OR REGISTRATION EXEMPTIONS) HAVE BEEN
ISSUED BY ANY FOREIGN OR DOMESTIC (FEDERAL OR STATE) ADMINISTRATIVE OR
REGULATORY AGENCY TO GACCF NOR HAVE LETTERS OF INQUIRY, INVESTIGATION OR THE
LIKE BEEN ISSUED TO GACCF BY SUCH FOREIGN OR DOMESTIC ADMINISTRATIVE OR
REGULATORY AGENCIES RELATING, DIRECTLY OR INDIRECTLY, TO GACCF'S OFFER AND SALE
OF FRANCHISES.
(P)
GACCF HAS NOT OFFERED OR SOLD FRANCHISES IN ANY JURISDICTION WHERE
THE SALE OF ANY SUCH FRANCHISE VIOLATED ANY LEGAL REQUIREMENTS OF SUCH
JURISDICTION.
GACCF HAS NOT OFFERED RESCISSION AS WOULD BE REQUIRED UNDER ANY
LEGAL REQUIREMENTS ARISING FROM A POSSIBLE VIOLATION OF ANY LEGAL REQUIREMENTS.
NO FRANCHISEE: (I) PAID ANY CONSIDERATION OR SIGNED ANY FRANCHISE AGREEMENT
BEFORE THE EXPIRATION OF ALL APPLICABLE WAITING PERIODS; (II)