RESPECT TO ANY OF THE PURCHASED ASSETS TO BE TERMINATED OR OTHERWISE
RELEASED.
(2)
SUPPLEMENTAL SCHEDULES.
BECAUSE OF THE DELAY CUSTOMARILY
OCCURRING IN THE POSTING OF CERTAIN ITEMS TO THE BOOKS AND RECORDS OF SELLER,
CERTAIN OF THE SCHEDULES PROVIDED HEREWITH BY SELLER REFLECT INFORMATION
EXISTING AS OF MARCH 31, 2007 OR A LATER DATE, BUT ARE INCOMPLETE AS OF THE
EFFECTIVE DATE.
THEREFORE, WITHIN THIRTY (30) DAYS FOLLOWING THE EFFECTIVE
DATE, SELLER SHALL DELIVER TO BUYER A SCHEDULE (THE "SUPPLEMENTAL SCHEDULE")
UPDATING THE LISTINGS, DOCUMENTS AND MATERIALS PROVIDED FOR IN EACH OF (A)
SCHEDULE 1.1(E) PERTAINING TO RECEIVABLES, AND (B) SCHEDULE 2.2(A)(1) PERTAINING
TO ASSUMED BALANCE SHEET LIABILITIES.
(3)
DELIVERIES REGARDING RECEIVABLES.
FROM TIME TO TIME AT THE
REQUEST OF BUYER, SELLER WILL PROVIDE BUYER WITH SUCH ASSISTANCE AS BUYER SHALL
REASONABLY REQUEST IN ORDER TO ENABLE BUYER TO ENJOY THE BENEFITS INTENDED TO BE
CONVEYED WITH REGARD TO THE RECEIVABLES (BUT NO SUCH REQUEST SHALL REQUIRE THE
EXPENDITURE OF FUNDS BY, OR REQUIRE ANYTHING OTHER THAN TELEPHONE CONSULTATIONS
OR EXECUTION OF LETTERS OR OTHER WRITTEN COMMUNICATIONS TO CUSTOMERS OF SELLER
OR ISSUERS OF CREDIT CARDS HONORED BY SELLER IN RESPECT TO THE RECEIVABLES).
3.3
ACTS OF BUYER AND OWNER.
AT THE CLOSING (OR, AS TO PAYMENTS
PROVIDED FOR IN CLAUSE (A) BELOW, ON THE EFFECTIVE DATE), BUYER AND OWNER, OR
WHICHEVER THEREOF IS REQUIRED BY THE CIRCUMSTANCES, WILL EXECUTE AND DELIVER OR
CAUSE TO BE EXECUTED AND DELIVERED, OR HAS EXECUTED AND DELIVERED OR CAUSED TO
BE EXECUTED AND DELIVERED, TO SELLER AND PARENT, OR
8
WHICHEVER THEREOF SHALL BE REQUIRED BY THE CIRCUMSTANCES, 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 SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(A)
CASH PAYMENTS.
BUYER SHALL (I) PAY TO FRANCHISOR THE FRANCHISOR
CASH PAYMENT AS PROVIDED FOR IN SECTION 2.1(A)(1), (II) PAY TO SELLER THE OTHER
CASH PAYMENT AS PROVIDED FOR IN SECTION 2.1(A)(2) AND (III) DELIVER TO
FRANCHISOR AN EXECUTED PROMISSORY NOTE AS PROVIDED FOR IN SECTION 2.1(C) WHICH,
AFTER FULL PERFORMANCE OF SUBSECTIONS (I) AND (III) SHALL SATISFY BUYER'S
OBLIGATION TO PAY AN INITIAL FRANCHISE FEE (THE "INITIAL FRANCHISE FEE") IN
CONNECTION WITH THE MATTERS PROVIDED FOR IN SECTION 3.5(B) BELOW.
(B)
ASSUMPTION.
BUYER WILL EXECUTE AND DELIVER, OR HAS EXECUTED AND
DELIVERED, TO SELLER (I) THE ASSIGNMENT AND ASSUMPTION AGREEMENT PURSUANT TO
WHICH, AMONG OTHER THINGS, THE BUYER ASSUMES THE ASSUMED LIABILITIES AND ALL
OBLIGATIONS ACCRUING ON OR AFTER THE EFFECTIVE DATE UNDER ANY OF THE ASSIGNED
CONTRACTS, AND (II) THE ASSIGNMENT OF LEASE PURSUANT TO WHICH, AMONG OTHER
THINGS, THE BUYER ASSUMES THE OBLIGATIONS OF SELLER UNDER THE FACILITIES LEASES
TO THE EXTENT SAME ACCRUE FROM AND AFTER THE EFFECTIVE DATE.
(C)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE SECRETARY OR OTHER
OFFICER OF BUYER HAS DELIVERED OR SHALL HAVE DELIVERED TO SELLER A CERTIFICATE,
DATED AS OF THE EFFECTIVE DATE, AND TO THE EFFECT THAT ALL ACTION