TRANSACTIONS PROVIDED FOR HEREIN.
SUCH SHALL INCLUDE, BUT NOT BE
LIMITED TO, THE FOLLOWING:
(A)
CASH PAYMENT.
BUYER SHALL PAY TO SELLER THE CASH PAYMENT, SUBJECT
TO ADJUSTMENT AS PROVIDED FOR IN SECTION 3.1(A), WHICH SHALL ALSO SATISFY
BUYER'S OBLIGATION TO PAY AN INITIAL FRANCHISE FEE (THE "INITIAL FRANCHISE FEE")
TO FRANCHISOR IN CONNECTION WITH THE MATTERS PROVIDED FOR IN SECTION 4.5(B)
BELOW.
17
(B)
ASSUMPTION.
BUYER WILL EXECUTE AND DELIVER, OR HAS EXECUTED AND
DELIVERED, TO SELLER (I) THE ASSIGNMENT AND ASSUMPTION AGREEMENT PURSUANT TO
WHICH BUYER ASSUMES THE ASSUMED LIABILITIES, AND (II) THE ASSIGNMENT OF LEASE
PURSUANT TO WHICH BUYER ASSUMES THE OBLIGATIONS OF SELLER UNDER THE BRYN MAWR
LEASE TO THE EXTENT SUCH OBLIGATIONS ACCRUE FROM AND AFTER THE EFFECTIVE DATE.
(C)
SECRETARY'S CERTIFICATE; RESOLUTIONS.
THE SECRETARY OR OTHER
OFFICER OF BUYER HAS DELIVERED OR SHALL DELIVER TO SELLER A CERTIFICATE, DATED
AS OF THE EFFECTIVE DATE, AND TO THE EFFECT THAT ALL ACTION REQUIRED TO
AUTHORIZE AND DIRECT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND ANY
OTHER AGREEMENT OR INSTRUMENT OF CONVEYANCE PROVIDED FOR HEREIN HAS BEEN TAKEN;
AND THAT ALL SUCH ACTION SO TAKEN REMAINS IN EFFECT WITHOUT MODIFICATION OR
REVOCATION.
THERE SHALL BE ATTACHED TO SUCH CERTIFICATE A TRUE AND COMPLETE
COPY OF THE RESOLUTIONS ADOPTED BY THE MEMBERS OF BUYER AUTHORIZING SUCH
ACTIONS.
(D)
ACTS FOLLOWING CLOSING: TRAINING OBLIGATIONS.
BUYER HAS DETERMINED
THAT THE PROCEDURES REQUIRED TO BE FOLLOWED BY ISBE WHICH ARE NECESSARY TO BE
COMPLIED WITH IN ORDER FOR BUYER TO ENJOY THE BENEFITS OF THIS AGREEMENT ARE
SUCH THAT BUYER'S APPLICATION MAY NOT BE SUBMITTED NOR ACTED UPON UNTIL AFTER
THE CLOSING HEREUNDER.
BUYER AGREES (I) TO MAKE TIMELY APPLICATION TO ISBE FOR
SUCH PERMITS AND LICENSES AS MAY BE REQUIRED FOR SUCH PURPOSES, (II) UPON
SELLER'S REASONABLE REQUEST TO NOTIFY SELLER OF ANY PROGRESS OCCURRING WITH
REGARD THERETO, AND (III) TO OBTAIN FINAL APPROVAL OF SUCH PERMITS AND LICENSES
FROM ISBE AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE.
4.4
PRORATIONS AT CLOSING.
EXCEPT TO THE EXTENT INCLUDED IN THE
CALCULATION OF THE FINAL CLOSING WORKING CAPITAL, ANY AND ALL REAL PROPERTY
TAXES, PERSONAL PROPERTY TAXES, ASSESSMENTS, LEASE RENTALS, AND OTHER CHARGES
APPLICABLE TO THE LEASED PREMISES, THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES WILL BE PRORATED TO THE EFFECTIVE DATE, AND SUCH TAXES AND OTHER
CHARGES SHALL BE ALLOCATED BETWEEN THE PARTIES BY ADJUSTMENT AT THE CLOSING, OR
AS SOON THEREAFTER AS THE PARTIES MAY AGREE.
THE FACILITIES LEASES PERMIT THE
LANDLORDS THEREIN NAMED TO CHARGE THE TENANT FOR ANY INCREMENTAL COMMON AREA OR
OTHER EXPENSE ITEMS PROVIDED FOR IN THE FACILITIES LEASES TO THE EXTENT THE
ANNUAL COSTS RELATING THERETO EXCEED THE AMOUNTS PAID BY THE TENANT DURING A
CALENDAR YEAR AND, THEREFORE, SELLER WILL REIMBURSE BUYER FOR ITS SHARE OF ANY
SUCH INCREMENTAL CHARGES IMPOSED AT THE END OF THE YEAR 2007 WHICH RELATE TO THE
PERIOD WHEN SELLER OCCUPIED THE PREMISES COVERED BY THE FACILITIES LEASES.
4.5
OTHER AGREEMENTS.
IN ADDITION TO THE