REASONABLY NEEDS:
(A)
TO COMPLY WITH REPORTING, DISCLOSURE, FILING OR OTHER REQUIREMENTS
IMPOSED ON THE REQUESTING PARTY BY A REGULATORY AUTHORITY HAVING JURISDICTION
OVER THE REQUESTING PARTY OR OTHERWISE REQUIRED BY LAW;
(B)
FOR USE IN ANY REGULATORY PROCEEDING, JUDICIAL PROCEEDING OR OTHER
PROCEEDING OR IN ORDER TO SATISFY AUDIT, ACCOUNTING, CLAIMS, REGULATORY,
LITIGATION OR OTHER SIMILAR REQUIREMENTS;
(C)
TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT; OR
(D)
IN CONNECTION WITH THE ONGOING BUSINESSES OF MHG LLC OR MORGANS
GROUP LLC AS IT RELATES TO THE CONDUCT OF SUCH BUSINESSES, AS THE CASE MAY BE;
provided, however, that in the event that either party determines that any such
provision of Information could be commercially detrimental, violate any
applicable law or agreement, or waive any attorney-client privilege, the parties
shall take all reasonable measures to permit the compliance with such
obligations in a manner that avoids any such harm or consequence.
8
SECTION 2.9
OTHER AGREEMENTS.
(A)
AGREEMENTS REGARDING RESTAURANT JV AGREEMENT.
MHG LLC HEREBY
AGREES, FOR THE BENEFIT OF MORGANS GROUP LLC, TO PROVIDE MORGANS GROUP LLC WITH
THE BENEFIT OF ANY OF ITS RIGHTS AND BENEFITS UNDER THE JOINT VENTURE AGREEMENT
(THE "RESTAURANT JV AGREEMENT"), DATED AS OF SEPTEMBER 7, 1999, BETWEEN MHG LLC
AND CHODOROW VENTURES LLC.
MORGANS GROUP LLC HEREBY AGREES, FOR THE BENEFIT OF
MHG LLC, TO FULFILL ALL OF THE OBLIGATIONS OF VENTURER A (AS DEFINED IN THE
RESTAURANT JV AGREEMENT) UNDER THE RESTAURANT JV AGREEMENT.
IN FURTHERANCE
THEREOF, MHG LLC HEREBY AGREES, IF NECESSARY PURSUANT TO THE TERMS OF THE
RESTAURANT JV AGREEMENT, TO TAKE ANY AND ALL ACTIONS AND GIVE ANY NOTICES
THEREUNDER, AND, IF REQUESTED BY MORGANS GROUP LLC, TO EXERCISE ANY RIGHTS AND
FULFILL ANY OBLIGATIONS OF VENTURER A THEREUNDER IN ORDER TO PERMIT MORGANS
GROUP LLC TO OBTAIN ALL OF THE RIGHTS AND BENEFITS OF VENTURER A THE RESTAURANT
JV AGREEMENT, IN ALL CASES AT THE EXPENSE OF MORGANS GROUP LLC.
(B)
OTHER AGREEMENTS.
MHG LLC AND MORGANS GROUP LLC AGREE TO EXECUTE
AND DELIVER, OR TO USE THEIR REASONABLE COMMERCIAL EFFORTS TO CAUSE TO BE
EXECUTED AND DELIVERED BY THE APPROPRIATE PARTIES, SUCH OTHER AGREEMENTS,
INSTRUMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY OR DESIRABLE IN ORDER TO
EFFECT THE PURPOSES OF THIS AGREEMENT AND THE FORMATION AND STRUCTURING
TRANSACTIONS.
THE PARTIES SHALL COOPERATE REASONABLY WITH EACH OTHER IN
CONNECTION WITH ANY STEPS REQUIRED TO BE TAKEN AS PART OF THEIR RESPECTIVE
OBLIGATIONS UNDER THIS AGREEMENT AND THE FORMATION AND STRUCTURING TRANSACTIONS,
AND SHALL (A) FURNISH UPON REQUEST TO EACH OTHER SUCH FURTHER INFORMATION; AND
(B) DO SUCH OTHER ACTS AND THINGS, ALL AS THE OTHER PARTY MAY REASONABLY REQUEST
FOR THE PURPOSE OF CARRYING OUT THE INTENT OF THIS AGREEMENT AND THE FORMATION
AND STRUCTURING TRANSACTIONS.
ARTICLE III
MISCELLANEOUS
SECTION 3.1
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SHALL SUPERSEDE ALL PRIOR WRITTEN AND ORAL AND ALL CONTEMPORANEOUS ORAL
AGREEMENTS AND UNDERSTANDINGS WITH RESPECT